Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, Seller shall indemnify and hold harmless Buyer, Company, their its Affiliates and their respective trustees, directors, officers, employees, agents, successors officers and assigns employees (collectively, the “"Buyer Indemnitees”Indemnified Parties") from and against the entirety any and all Adverse Consequences that Buyer Indemnified Parties may incur or suffer (each, an "Indemnifiable Loss") as a result of (i) any Damages any inaccuracy or breach of the Buyer Indemnitees may suffer, sustain a representation or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival periodwarranty made by Seller in this Agreement, provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 7.1 within the applicable survival period, if any) resulting from, arising out of, relating to, period set forth in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this AgreementSection 4.4; (ii) the breach of, or default in the performance by Seller of, any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement; and (iii) the Excluded Liabilities provided, however that (a) Seller shall have no obligation to indemnify Buyer Indemnified Parties from and against any Indemnifiable Losses until Buyer Indemnified Parties have suffered Indemnifiable Losses in excess of the Threshold (in which event Buyer Indemnified Parties may recover all Indemnifiable Losses in excess of the Threshold), and (b) the maximum liability of Seller for Indemnifiable Losses under this Section 7.8(a) shall not exceed the Cap. The limitations on Seller's obligations to indemnify set forth in this Section 7.8(a) shall not apply to (x) any willful breach of any covenant or agreement of Sellers contained in which survives the Closing Date under this Agreement; , (iiiy) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; Indemnifiable Losses arising from Seller's fraud or (ivz) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Excluded Liabilities. (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to §8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period, if any) reasonably and proximately resulting from, arising out of, relating to, in from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the nature of, in connection with or caused by: extent that (iA) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar total amount of all such Damages that would otherwise be indemnifiable thereunder Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($500,000 25,000) in the aggregate (“Indemnification Basket”which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), after and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the Buyer Indemnitees shall be entitled indemnifiable Losses currently claimed by Buyer, exceed the total value to recover Damages only in excess Seller of the Indemnification Basket. The indemnification obligations Purchase Consideration recited in §2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of Sellers under Sections 8.2(a)(i)damages or recovery asserted or alleged by, 8.2(a)(iithrough or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and (ii) Seller agrees to indemnify and 8.2(a)(iiihold harmless Buyer, each person, if any, who controls Buyer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each director and officer of Buyer as follows: (A) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or any amendment thereto) referenced in Section 6(a) of this Agreement shall Agreement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in no event exceed $9,750,000 any preliminary or final prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any claim that the dividend of the Purchased Shares by Buyer to its stockholders was in any in violation of any applicable provision of the Delaware General Corporation Code; (C) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the nature referred to above; provided that any such settlement is effected with the written consent of Seller; and (D) against any and all expense whatsoever, as incurred (including the “Indemnification Cap”reasonable fees and disbursements of counsel chosen by Buyer), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the nature referred to above; provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket indemnity agreement shall not apply to indemnification claims any loss, liability, claim, damage or expense to the extent arising from breaches out of any of the representations untrue statement or omission or alleged untrue statement or omission made in reliance upon and warranties contained in conformity with written information furnished to Seller by Buyer expressly for use in such registration statement (or any amendment thereto), or any preliminary or final prospectus (or any amendment or supplement thereto). The indemnification provisions set forth in Section 4.12 (Tax Matters8(b)(ii) shall not be limited by the provisions of Section 8(b)(i), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event Seller breaches its representations, jointly warranties, and severallycovenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification within against Seller pursuant to Section 10(h) below before expiration of the applicable survival periodperiod set forth in Section 8(a) above, if any) resulting from, arising out of, relating to, in then such survival period shall not expire with respect to such claim and Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach end of any representation or warranty of Sellers or Company contained applicable survival period) caused in this Agreement; any way by the breach. (ii) Buyer will have no obligation to indemnify Seller from and against any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof Adverse Consequences until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Seller has suffered Adverse Consequences in the aggregate (“Indemnification Basket”)amount of $50,000 or more arising from, after which or otherwise related to, directly or indirectly, any of the Buyer Indemnitees representations, warranties, and covenants contained herein. When the aggregate of such Adverse Consequences exceeds $50,000, the Seller shall be entitled to recover Damages only in excess indemnification against all Adverse Consequences incurred. (iii) The maximum liability of Seller to Buyer for any Adverse Consequences suffered by Buyer is the amount of the Indemnification Basket. The indemnification obligations of Sellers Note , so Buyer’s total recovery from Seller under Sections 8.2(a)(i)8(b)(i) or 8(b)(iv) is limited to that amount; and provided further that Seller shall have the option of satisfying all or part of such Seller’s indemnity obligation that Seller may be required to pay under Sections 8(b)(i) or 8(b)(iv) by notifying Buyer that Seller is reducing the principal amount outstanding under the Buyer Note, 8.2(a)(ii) which will affect the timing and 8.2(a)(iii) amount of this Agreement shall in no event exceed $9,750,000 payments required under the Buyer Note in the aggregate same manner as if Buyer had made a permitted prepayment (without premium or penalty) thereunder. (iv) In the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from event Seller breaches of any of the its covenants in Section 2(a) above or any of its representations and warranties contained in Section 4.12 (Tax Matters)3(a) above, any and provided that Buyer makes a written claim for indemnification claim under against such Seller pursuant to Section 8.2(a)(iv10(j) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach below before expiration of the Fundamental Representations applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim and Warranties, such Seller shall indemnify Buyer from and against the Key Representations entirety of any Adverse Consequences Buyer shall suffer through and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding after the preceding proviso, date of the indemnification obligations of Sellers under this Agreement claim for indemnification claims under Section 8.2(a)(iv) and breaches (but excluding any Adverse Consequences Buyer shall suffer after the end of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceapplicable survival period) caused proximately by Seller’s breach.

Indemnification Provisions for Buyer’s Benefit. (a) SellersSubject in all cases to the limitations set forth in this Agreement, from and after the Closing if Buyer makes a written claim for indemnification against the Indemnifying Securityholders pursuant to Section 10.04 or Section 10.06 below within the applicable survival period under Section 10.01 above, then the Indemnifying Securityholders shall jointly and severallyseverally indemnify (pro rata in accordance with each Indemnifying Securityholder Applicable Indemnification Portion of the Purchase Price), shall indemnify defend and hold harmless Buyer, its Affiliates (including, without limitation, the Company, their Affiliates ) and their respective directors, officers, employeesmembers, agentsshareholders, successors employees and assigns managers (collectively, the “Buyer IndemniteesIndemnified Parties”) ), from and against any Losses any Buyer Indemnified Party shall suffer, directly or indirectly, resulting from, in connection with or related to: (i) the entirety breach of any Damages representation or warranty under Article VI (other than the Fundamental Representations and Warranties) made by any Seller contained in this Agreement; (ii) the breach of Section 6.01 (Organization, Qualification, and Corporate Power), Section 6.02 (Capitalization), and Section 6.04 (Brokers’ Fees) above; and/or (iii) the Buyer Indemnitees may sufferbreach or non-performance of any covenant or agreement of any Seller contained in this Agreement, sustain other than the restrictive covenant contained in Section 8.04, Section 8.05, Section 8.06 or become subject Section 8.08. (b) Subject in all cases to (including any Damages a Buyer Indemnitee may sufferthe limitations set forth in this Agreement, sustain or become subject to from and after the end of any applicable survival period, provided that Closing if Buyer makes a written claim for indemnification against Sellers pursuant to Section 10.04 or Section 10.06 below within the applicable survival periodperiod under Section 10.01 above, if any) then each applicable Seller shall severally and not jointly indemnify, defend and hold harmless Buyer Indemnified Parties, from and against any Losses any Buyer Indemnified Party shall suffer, directly or indirectly, resulting from, arising out of, relating to, in the nature of, in connection with or caused by: related to the breach of (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers under Article IV by such Seller or Company contained in this Agreement; (ii) any breach of any the restrictive covenant or agreement of Sellers contained in this AgreementSection 8.04, Section 8.05, Section 8.06 or Section 8.08 by such Seller. (c) Indemnifying Securityholders shall not have any obligation to indemnify the Buyer Indemnified Parties from and against Losses described in Section 10.02(a)(i) and Section 10.02(a)(ii) above until the Buyer Indemnified Parties collectively have suffered Losses by reason of all such breaches in excess of a $2 million aggregate deductible (the “Deductible”), in which event only the amounts sought by the Buyer Indemnified Parties in excess of the Deductible shall be subject to indemnification. (d) Indemnifying Securityholders shall not have any obligation to indemnify the Buyer Indemnified Parties from and against Losses described in Section 10.02(a)(i) in excess of $7 million (the “Cap”) (after which point the Indemnifying Securityholders will have no obligation to indemnify the Buyer Indemnified Parties from and against further such Losses); (iiiand in no event shall Losses under Section 10.02(a)(i) above be taken from any breach source of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, funds other than at Deferred Proceeds and the real property listed on Schedule 8.2(a)(ivIndividual Post-Closing Bonuses under the Change in Control Bonus Plan to Indemnifying Bonus Plan Participants that have not yet been paid (collectively, the “Total Deferred Proceeds”). (be) Sellers Notwithstanding anything to the contrary herein, (i) no Indemnifying Securityholder shall not be liable have any obligation to indemnify the Buyer Indemnified Parties from and against any Losses described in Section 10.02(a) and Section 10.02(b) in excess of such Indemnifying Securityholder Applicable Indemnification Portion of the Purchase Price (after which point such Indemnifying Securityholder will have no obligation to indemnify the Buyer Indemnified Parties from and against further such Losses), and (ii) no Indemnifying Bonus Plan Participant shall have any obligation to indemnify the Buyer Indemnified Parties from and against any Losses of any kind under this Agreement in excess of their Individual Post-Closing Bonus amounts. No Seller in its capacity as Indemnifying Securityholder shall have to indemnify any Buyer Indemnified Party with respect to any Losses described in Section 10.02(b), to the extent such Losses have resulted from a breach by another Seller. (f) Solely for any Damages under Section 8.2(a)(i) hereof until purposes of calculating the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate Losses incurred arising out of or relating to any breach of a representation or warranty (“Indemnification Basket”and not for purposes of determining whether or not a breach has occurred), after which the any references to “Material Adverse Effect” or other materiality qualifications (or correlative terms) contained in such representations and warranties shall be disregarded. (g) No Buyer Indemnitees indemnified Party shall be entitled to recover Damages only in excess of the Indemnification Basket. The seek indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of for any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that Loss more than once notwithstanding the preceding proviso, the indemnification obligations fact that such Loss may be described in more than one subparagraph of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price10.02(a).

Indemnification Provisions for Buyer’s Benefit. (a) SellersSubject to Section 8.6 below, jointly in the event Parent or any of the Sellers breaches any of its representations, warranties and severallycovenants contained herein or in the Asset Purchase Agreement, provided that Buyer makes a written claim for indemnification against Parent pursuant to Section 12.7 below within the applicable survival period, Parent and the Sellers shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directorsits Affiliates, officers, employeesdirectors, agents, successors employees and assigns agents (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any Adverse Consequences arising out of such Seller’s breach. In addition, Parent and the Sellers shall indemnify the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after from and against the end entirety of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, Adverse Consequences arising out of, relating to, in the nature of, in connection with or caused by: of (i) any actual liability of Parent or alleged inaccuracy any of its Affiliates that is not a liability of the Target Companies or breach of any representation Target Subsidiaries or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Retained Liabilities. (b) Parent and the Sellers shall not be liable for indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(iAdverse Consequences arising from (i) hereof until the aggregate dollar amount presence of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in Hazardous Substances at, on, about, under, within or migrating to or from any real property formerly owned, leased or operated by the aggregate Target Companies, the Target Subsidiaries or any of their predecessors (the “Indemnification BasketFormer Facilities”), after which (ii) the Buyer Indemnitees shall be entitled to recover Damages only in excess generation by, transportation from, arranging for disposal and/or disposal by, any Former Facilities of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(iiany Hazardous Substances or (iii) and 8.2(a)(iiiany claim by any third party (other than a Governmental Entity) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement for personal injury or property damage arising from any alleged exposure on or prior to the contraryClosing to Hazardous Substances at, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising on, under, within or migrating from breaches of any of the representations and warranties contained in Facilities. With respect to any claim for indemnification under this Section 4.12 (Tax Matters8.2(b), any indemnification claim Parent, the Sellers and Buyer shall cooperate with each other and render to each other such assistance as the other may reasonably request, which assistance shall include, without limitation, allowing reasonable access to property, making appropriate personnel available and providing factual background and technical data. (c) Any Adverse Consequences indemnifiable both under (i) Section 8.2(a)(iv8.2(a) or any matter constituting fraud, intentional misrepresentation or other intentional torts or based on any breach of the Fundamental Representations representations or warranties set forth in Section 4.16, and Warranties(ii) Section 8.2(b) or the second sentence of Section 8.2(a), shall be subject exclusively to the Key Representations terms and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations limitations of Sellers under this Agreement Article VIII applicable to claims for indemnification claims under Section 8.2(a)(iv8.2(b) and breaches or the second sentence of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceSection 8.2(a).

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event any Seller breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean any Seller has breached) from and against the entirety of any Damages any of his, her, or its representations, warranties, and covenants contained (i) herein (other than the Buyer Indemnitees may suffer, sustain covenants in §2(a) above and the representations and warranties in §3(a) above) or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after ii) in the end Asset Purchase Agreements (other than the covenants in §2(a) and the representations and warranties in §3(a) of any applicable survival periodeach Asset Purchase Agreement), provided that Buyer makes a written claim for indemnification against any Seller within the survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (or the alleged breach). (ii) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller breached) (i) any actual of his, her, or alleged inaccuracy its covenants in §2(a) above or breach in §2(a) of any representation Asset Purchase Agreement or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained hereinhis, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substanceher, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 §3(a) above or in §3(a) of any Asset Purchase Agreement, and provided that Buyer makes a written claim for indemnification against such a Seller within the survival period (Tax Mattersif there is an applicable survival period pursuant to the applicable Transaction Agreement), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of then such Seller shall indemnify Buyer from and against the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from arising out of, relating to, in the Key Representations and Warranties shall in no event exceed nature of, or caused by the Purchase Pricebreach (or the alleged breach).

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period, if any) reasonably and proximately resulting from, arising out of, relating to, in from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the nature of, in connection with or caused by: extent that (iA) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar total amount of all such Damages that would otherwise be indemnifiable thereunder Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($500,000 25,000) in the aggregate (“Indemnification Basket”which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), after and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the Buyer Indemnitees shall be entitled indemnifiable Losses currently claimed by Buyer, exceed the total value to recover Damages only in excess Seller of the Indemnification Basket. The indemnification obligations Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of Sellers under Sections 8.2(a)(i)damages or recovery asserted or alleged by, 8.2(a)(iithrough or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and (ii) Seller agrees to indemnify and 8.2(a)(iiihold harmless Buyer, each person, if any, who controls Buyer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each director and officer of Buyer as follows: (A) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or any amendment thereto) referenced in Section 6(a) of this Agreement shall Agreement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in no event exceed $9,750,000 any preliminary or final prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any claim that the dividend of the Purchased Shares by Buyer to its stockholders was in any in violation of any applicable provision of the Delaware General Corporation Code; (C) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the nature referred to above; provided that any such settlement is effected with the written consent of Seller; and (D) against any and all expense whatsoever, as incurred (including the “Indemnification Cap”reasonable fees and disbursements of counsel chosen by Buyer), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the nature referred to above; provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket indemnity agreement shall not apply to indemnification claims any loss, liability, claim, damage or expense to the extent arising from breaches out of any of the representations untrue statement or omission or alleged untrue statement or omission made in reliance upon and warranties contained in conformity with written information furnished to Seller by Buyer expressly for use in such registration statement (or any amendment thereto), or any preliminary or final prospectus (or any amendment or supplement thereto). The indemnification provisions set forth in Section 4.12 (Tax Matters8(b)(ii) shall not be limited by the provisions of Section 8(b)(i), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event either Seller or any Company breaches (or in the event any third party alleges facts that, if true, would mean either Seller has breached) any of his or its representations, warranties, and covenants contained herein, each Seller shall be jointly and severallyseverally obligated to indemnify, shall indemnify defend and hold harmless Buyereach Buyer Party and its past and present agents, Companyemployees, their Affiliates and their respective directorsrepresentatives, officers, employeesdirectors, agentsmembers, successors managers, shareholders, attorneys, accountants, insurers, receivers, advisors, consultants, partners, partnerships, parents, divisions, subsidiaries, affiliates, assigns, successors, heirs, predecessors in interest, joint ventures, and assigns commonly-controlled corporations (collectivelyeach, the a “Buyer IndemniteesIndemnified Party”) from and against the entirety of any Damages Adverse Consequences any of the Buyer Indemnitees Indemnified Party may suffer, sustain or become subject to suffer (including any Damages a Adverse Consequences any Buyer Indemnitee Indemnified Party may suffer, sustain or become subject to suffer after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivalleged breach). (bii) In the event any Buyer Indemnified Party suffers any Adverse Consequences resulting from, relating to or arising out of the ownership, management, or operation of the Company or its business, operations or assets prior to the Closing, or otherwise based upon or arising from events or circumstances relating to the Company prior to the Closing, Sellers shall indemnify, defend and hold harmless such Buyer Indemnified Party from and against the entirety of any such Adverse Consequences such Buyer Indemnified Party may suffer, regardless of whether such Adverse Consequences are actually discovered prior to the Closing. (iii) In the event that any Liabilities exist as of the Closing Date that are not be set forth in the Disclosure Schedule or financial documents provided to Buyer, Sellers shall indemnify, defend and hold harmless each Buyer Indemnified Party from and against the entirety of any Adverse Consequences such Buyer Indemnified Party may suffer in connection with such Liabilities. (iv) The Sellers shall indemnify, defend and hold harmless each Buyer Indemnified Party from and against the entirety of any Adverse Consequences such Buyer Indemnified Party may suffer, regardless of any disclosure of any matter set forth in the Disclosure Schedule, on account of: (A) Taxes of any Company for all Pre-Closing Tax Periods and the portion of any Straddle Period ending on the Closing Date; (B) Taxes of another person (including the Sellers or any other entity owned in whole or in part by the Sellers as of or before the Closing Date) imposed on any Company or for which any Company is liable (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Tax Law) by reason of any Company having been a member of any group on or prior to the Closing Date, (2) by reason of any contract entered into prior to the Closing, (3) by reason of assumption, transferee or successor liability, operation of any legal requirement or otherwise with respect to an event or transaction occurring on or before the Closing Date, or (4) for any Damages other reason; (C) the Taxes borne by the Sellers under Section 8.2(a)(i7(f); (D) hereof until Liabilities of any Company, by reason of any event, action, omission or transaction occurring on or before the aggregate dollar amount Closing Date, (1) arising under or in connection with Laws concerning the payment of such Damages wages or the provision of paid or unpaid leave, including without limitation Liabilities arising under or in connection with the California Labor Code, the California Unfair Competition Law, the California Private Attorneys General Act, the California Healthy Workplaces, Healthy Families Act, or the San Diego Earned Sick Leave and Minimum Wage Ordinance, or (2) arising under or in connection with any Company’s promulgation, maintenance, execution, or enforcement of any contract with one or more employees in violation of, or that would otherwise be indemnifiable thereunder exceeds $500,000 is void or voidable pursuant to, California Bus. & Prof. Code § 16600, including without limitation Liabilities arising under or in connection with the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification BasketCalifornia Unfair Competition Law. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket foregoing indemnities shall not apply to indemnification claims any Liabilities or Adverse Consequences incurred to the extent arising from breaches out of or as a result of the gross negligence, fraud or intentional misconduct of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceBuyer Indemnified Party.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Nautilus breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Nautilus pursuant to Section 10.7 below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8.1 above), if any) then Nautilus agrees to defend, indemnify, and hold Buyer harmless from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (i) Nautilus shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company Nautilus contained in this AgreementArticle 3 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a Seventy-Five Thousand U.S. Dollars ($75,000) aggregate deductible (after which point Nautilus will be obligated only to indemnify Buyer from and against further such Adverse Consequences); and (ii) any breach there will be a Two Million U.S. Dollars ($2,000,000) aggregate ceiling on the obligation of any covenant Nautilus to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or agreement caused by breaches of Sellers the representations and warranties of Nautilus contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Article 3 above. (b) Sellers shall not be liable for Nautilus further agrees to defend, indemnify, and hold Buyer harmless from and against the entirety of any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the aggregate nature of, or caused by any liability of Nautilus that is not an Assumed Liability (“Indemnification Basket”including any liability of Nautilus that becomes a liability of Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap 75,000 liability threshold and the Indemnification Basket $2,000,000 liability ceiling in Section 8.2(a) above shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification Nautilus’ obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price8.2(b).

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event any Seller breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean any Seller has breached) from and against the entirety of any Damages any of its representations or warranties contained herein (other than the Buyer Indemnitees may sufferrepresentations and warranties in Section 3(a)), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification within against any Seller pursuant to Section 11(h) below before expiration of the applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim and, each Seller shall be obligated, severally and not jointly, to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) any actual or alleged inaccuracy breach); provided, however, that except in the case of Fraud or intentional misrepresentation, Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from the breach of any representation or warranty of Sellers or Company contained in this Agreement; Section 4 (ii) any breach of any covenant or agreement other than the representations and warranties of Sellers contained in this Agreement; (iiiSections 4(a), 4(b), 4(c) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (ivand 4(d)) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder unless and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Buyer has paid, incurred, suffered or sustained at least $ [Redacted: Amount] in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 Adverse Consequences in the aggregate (the “Indemnification CapBasket Amount”); provided, howeverin which case the Buyer shall be entitled to recover all Adverse Consequences, that notwithstanding anything in this Agreement to including the contraryBasket Amount, paid, incurred, suffered or sustained by Buyer. (ii) In the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from event any Seller breaches of any of the its covenants in Section 2(a) above or any of its representations and warranties in Section 3(a) above and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Section 11(h) below before expiration of the applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim and such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer (including any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. (iii) Each Seller shall be obligated severally and not jointly to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness or Target Transaction Expenses not paid in accordance with Section 2 hereunder. (iv) Notwithstanding anything to the contrary herein, (i) the Escrow Amount shall be the sole and exclusive source of funds available to satisfy any indemnification obligations of the Sellers with respect to any breach of any representation or warranty of Sellers contained in Section 4.12 4 (Tax Mattersother than the Fundamental Representations), any and once the Escrow Amount is reduced to zero, Buyer shall have no further rights to indemnification claim under Section 8.2(a)(iv) or any matter constituting fraudin respect thereof. In addition, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event shall the aggregate amount otherwise required to be paid by any Seller under this Section 8 exceed the amount of Purchase PricePrice actually received by that Seller pursuant to this Agreement.

Indemnification Provisions for Buyer’s Benefit. (a) Provided that the Buyer makes a written claim for indemnification, describing with commercially reasonable specificity the facts and circumstances with respect to the subject matter of such claim within the applicable survival period set forth in Section 7.2, subject to the limitations set forth in this Article VII, the Sellers, severally (and not jointly and severally), shall indemnify Buyer and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, its successors and permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against the entirety of any Damages Losses incurred by any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, Indemnified Parties arising out of, relating to, in the nature or by reason of, in connection with or caused by: : (ia) any actual or alleged inaccuracy in or breach of any representation by the Company or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder of the Fundamental Representations of the Sellers and/or Section 3.10 (Tax Matters), and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivSection 4.5 (Residency).; (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess Taxes of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Company or Excell USA with respect to any Pre-Closing Tax Period; provided, however, that notwithstanding the Sellers shall have no liability under this Section 7.3(b) for any Taxes to the extent they were paid to the appropriate Tax Authority or to the Buyer pursuant to Section 6.8(a) or treated as Final Indebtedness or reserved in the Working Capital; (c) any inaccuracy in or breach of any of the representations or warranties of the Company or the Sellers (other than Fundamental Representations of the Sellers or Section 3.10 (Tax Matters), Section 3.20 (Environmental Matters), or Section 4.5 (Residency)) contained in this Agreement; (d) any inaccuracy in or breach by the Company or the Sellers of the representations and warranties of the Company or the Sellers pursuant to Section 3.20 (Environmental Matters); (e) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Sellers pursuant to this Agreement or any Transaction Document; and (f) the PPP Loan Obligations. Notwithstanding the foregoing, for purposes of this Agreement, other than in respect of Losses pursuant to breaches of the Fundamental Representations of the Sellers, Section 3.10 (Tax Matters), Section 4.5 (Residency) and claims arising out of or related to fraud in which a Seller or the Sellers participated, no indemnification shall be due or payable by the Sellers and no claim will be made against them with respect to Losses, until (i) the amount of Losses arising from any one claim exceeds $14,000.00 (a “Qualifying Claim”) and (ii) the aggregate amount of all Qualifying Claims exceeds $100,000.00 (the “Basket”), in which case, the Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar, subject to the limitations hereof. The maximum, aggregate liability of each Seller to the Buyer Indemnified Parties under or in connection with this Agreement with respect to claims for Losses that may properly be brought under Section 7.3(c) against such Seller will be limited to 12% of the amount of the Purchase Price received by such Seller. The maximum, aggregate liability of each Seller to the Buyer Indemnified Parties under or in connection with this Agreement with respect to claims for Losses that may properly be brought under Section 7.3(d) against such Seller will be limited to 50% of the amount of the Purchase Price received by such Seller. The maximum, aggregate liability of each Seller to the Buyer Indemnified Parties under or in connection with this Agreement with respect to claims for Losses that may properly be brought under Sections 7.3(a), 7.3(b), 7.3(e) and 7.3(f) (inclusive of any claims for Losses brought under Sections 7.3(c) and 7.3(d) against such Seller will be limited to 100% of the amount of the Purchase Price received by such Seller. Notwithstanding the foregoing, any claims arising out of or related to fraud in which a Seller or the Sellers participated shall not be subject to the limitations set forth in this Section 7.3. Notwithstanding anything provided in this Agreement to the contrary, no indemnification shall be payable by any Seller pursuant to this Section 7.3 with respect to any claim asserted by the Indemnification Cap and Buyer Indemnified Party after the Indemnification Basket shall not apply to indemnification claims arising from breaches of any expiration of the representations and warranties contained survival period, if any, prescribed for such representation, warranty or covenant in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price7.2.

Indemnification Provisions for Buyer’s Benefit. (a) SellersSeller agrees to indemnify, jointly and severally, shall indemnify defend and hold harmless Buyer, Company, their Affiliates Buyer and the Company and their respective directorsAffiliates, officers, employees, agents, and their respective successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of Adverse Consequences the Buyer Indemnitees may suffer, sustain incur or become subject to suffer (including any Damages a Buyer Indemnitee Adverse Consequences they may suffer, sustain incur or become subject to suffer after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or by the breach of any representation or warranty of Sellers Seller in Section 3.1 or Company contained Article IV or in any certificate delivered pursuant to Section 7.1(e) to the extent related thereto. Seller shall not have any obligation to indemnify the Buyer Indemnitees under this Agreement; Section 8.2(a) unless Buyer makes a written claim for indemnification against Seller pursuant to Section 10.7 within the survival period (iiif there is an applicable survival period pursuant to Section 8.1). To the extent any representation or warranty is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of determining the amount of Adverse Consequences. (b) Seller agrees to indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any breach Adverse Consequences they shall suffer (including any Adverse Consequences they shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the nonperformance in accordance with its terms of any covenant or agreement made herein for the benefit of Sellers contained the Buyer Indemnitees or any breach of any of Seller’s covenants in this Agreement, or in any certificate delivered pursuant to Section 7.1(e) to the extent related thereto; provided, however, that Seller shall not have any obligation to indemnify the Buyer Indemnitees under this Section 8.2(b) unless Buyer makes a written claim for indemnification against Seller pursuant to Section 10.7 within the survival period (if there is an applicable survival period pursuant to Section 8.1). (c) Seller agrees to indemnify, defend and hold harmless the Buyer Indemnitees, regardless of any investigation made by the Buyer or on its behalf, for, against, from and in respect of any and all Adverse Consequences or any recoupments which may be sustained or suffered by any of them arising out of, resulting from or pertaining to any legal compliance claim made against the Company or any Buyer Indemnitee in connection with the sale or distribution of diabetic supplies or products by the Company at any time before the Closing Date, including, but in no way limited to, any claim related to the Company’s failure to submit appropriate documentation to any applicable governmental authority and/or to obtain a Permit for the purchase, sale or shipment of insulin, insulin pumps and/or any other diabetic supplies or products or pharmaceuticals. The General Cap shall apply with respect to the Buyer Indemnified Parties’ rights of indemnification pursuant to this Section 8.2(c). Seller’s obligations pursuant to this Section 8.2(c) shall survive for the applicable statute of limitations. (d) Seller agrees to indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences they shall suffer (including any Adverse Consequences they shall suffer after the end of any applicable survival period) attributable to Taxes of the Company for all taxable periods ending on or before the Closing Date and the portion of all Straddle Periods ending on the Closing Date. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any Adverse Consequences they shall suffer (including any Adverse Consequences they shall suffer after the end of any applicable survival period) attributable to: (i) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation; (ii) Taxes of any other Person imposed on the Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; and (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price4.10.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Sellers breaches any of the Buyer Indemnitees may sufferSellers’ representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained herein, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Sellers shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)breach; provided, however, that notwithstanding anything in this Agreement except as to claims related to the contrary, the Indemnification Cap Fundamental Representations and the Indemnification Basket Warranties: (i) Sellers shall not apply have any obligation to indemnification claims indemnify Buyer for a breach of any of the Non-Fundamental Representations and Warranties of Sellers (or as to matters indemnified against in §9(a) below) until Buyer has suffered Adverse Consequences by reason of all such breaches (of those Non-Fundamental Representations and Warranties) in excess of Forty Thousand Dollars ($40,000) (“Indemnification Basket”) after which point Sellers will be obligated to indemnify Buyer from and against further such Adverse Consequences as provided herein; and (ii) (A) there will be an aggregate ceiling (“Indemnification Ceiling”) on the obligation of Sellers to indemnify Buyer from and against Adverse Consequences resulting from, arising from out of, relating to, in the nature of, or caused by breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Non-Fundamental Representations and WarrantiesWarranties of Sellers; such Indemnification Ceiling being an amount equal to Two Million Four Hundred Fifty Thousand Dollars ($2,450,000), the Key Representations and Warranties or any Liability (B) Buyer’s recourse to recover for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches a breach of any of the Key Non-Fundamental Representations and Warranties shall in no event exceed be limited solely to recourse against the Purchase PriceBuyer’s Shares valued (at Closing) at Two Million Dollars ($245,000). If the Buyer’s Shares are not available to Buyer, then the foregoing Recourse Limitation shall not apply (e.g., Sellers have disposed of or encumbered with liens the Buyer’s Shares).

Indemnification Provisions for Buyer’s Benefit. Subject to the provisions of Section 5(e) above to the contrary: (ai) SellersIf the Closing occurs, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, in the “Buyer Indemnitees”) from and against the entirety of any Damages event that any of Company’s representations or warranties contained in Section 4 above or elsewhere in this Agreement or in any document or certificate delivered to Buyer by Company in connection with this Agreement were breached at any time at or before the Buyer Indemnitees may sufferClosing, sustain or become subject were inaccurate as of the Closing, or any of its covenants contained herein that were to (including any Damages a Buyer Indemnitee may sufferbe performed before the Closing are breached and not cured at or before the Effective Time, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification with respect to such inaccuracy or breach, or with respect to any Third-Party Claim relating to such inaccuracy or breach, to Stockholders Representative after the Closing and within the applicable survival periodperiod specified in Section 8(a) above, then Sellers will be obligated to indemnify Buyer from and against all Adverse Consequences by reason of all such inaccuracies and breaches, but solely to the extent such Adverse Consequences are equal to or less than an aggregate ceiling equal to the Additional Consideration, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement payable by Buyer to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this the Earnout Agreement shall in no event exceed $9,750,000 in the aggregate (the “"Indemnification Cap”Ceiling"); provided, however, that notwithstanding anything Buyer will have no right to indemnification hereunder for breaches of or inaccuracies in this Agreement Company’s representations and warranties except to the contraryextent Buyer has suffered Adverse Consequences by reason of all such breaches and inaccuracies in excess of One Hundred Thousand Dollars ($100,000). To the extent that Buyer's Adverse Consequences in excess of One Hundred Thousand Dollars ($100,000) by reason of all such inaccuracies and breaches are equal to or less than the Indemnification Ceiling, the Sellers as a group (by action of the Stockholders Representative) will indemnify Buyer from and against any such excess Adverse Consequences Buyer will suffer (including any Adverse Consequences Buyer will suffer after the end of any applicable survival period) caused proximately by the inaccuracy or breach, provided such indemnification, if any, may solely be obtained by reducing the Additional Consideration, if any, as may be otherwise payable by Buyer, and in no event will exceed, in aggregate, the Indemnification Cap Ceiling. To the extent that Buyer's Adverse Consequences by reason of all such breaches and inaccuracies exceed the Indemnification Basket shall not apply Ceiling, or to the extent that any claims for indemnification claims arising from breaches are made after the end of any applicable survival period, Sellers will have no obligation to indemnify Buyer from and against such Adverse Consequences in excess of the Indemnification Ceiling or that relate solely to a claim made after the end of the applicable survival period. (ii) In the event that any of a Seller’s representations and warranties contained in Section 4.12 (Tax Matters)3(a) above are breached, at any indemnification claim under Section 8.2(a)(iv) time at or before the Closing, or were inaccurate as of the Closing, or any matter constituting fraudof his, intentional misrepresentation her or its covenants contained herein are breached and not cured at or before the Closing, then such Seller, severally and individually but not jointly with other intentional torts Sellers, will indemnify Buyer from and against the entirety of any Adverse Consequences Buyer will suffer (including any Adverse Consequences Buyer will suffer after the end of any applicable survival period) caused proximately by such inaccuracy or any breach breach, up to the amount of such Seller’s Allocable Portion of the Fundamental Representations Closing Consideration and Warrantiesof the Additional Consideration. To the extent that Buyer's Adverse Consequences by reason of all such breaches with respect to such Seller exceed such Seller’s Allocable Portion of the Indemnification Ceiling, or to the Key Representations and Warranties or extent that any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement claims for indemnification claims under Section 8.2(a)(iv) and breaches are made after the end of any applicable survival period, such Seller will have no obligation to indemnify Buyer from and against such Adverse Consequences in excess of such Seller’s Allocable Portion of the Key Representations and Warranties shall in no event exceed Indemnification Ceiling or that relate solely to a claim made after the Purchase Priceend of the applicable survival period.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event any Seller or Astro breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean any Seller or Astro has breached) from and against the entirety of any Damages any of its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after covenants in Section 2(a) above and the end of any applicable survival periodrepresentations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against the Sellers pursuant to Section 11(h) below within the applicable survival period, if anythen each Seller shall be obligated, jointly and severally, to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer suffers (including any Adverse Consequences Buyer suffers after the end of the survival period) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivalleged breach). (bii) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until In the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 event a Seller breaches (or in the aggregate (“Indemnification Basket”)event any third party alleges facts that, after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i)if true, 8.2(a)(iiwould mean a Seller breached) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the its covenants in Section 2(a) above or any of its representations and warranties contained in Section 4.12 3(a) above, and provided that Buyer makes a written claim for indemnification against EXECUTION COPY such Seller pursuant to Section 11(h) below within the survival period, then such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (Tax Mattersincluding any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from arising out of, relating to, or caused by the breach (or the alleged breach). (iii) Each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer suffers resulting from, any indemnification claim under Section 8.2(a)(iv) arising out of, relating to, or any matter constituting fraud, intentional misrepresentation claimed to have been caused by the defective design or other intentional torts or any breach manufacture of products prior to the Fundamental Representations and WarrantiesClosing, the Key Representations failure of express or implied product warranties given by Astro prior to the Closing, or the negligent provision of engineering services by Astro prior to the Closing, but only to the extent such Adverse Consequences exceed any reserve in respect thereof on the Most Recent Balance Sheet. (iv) Sellers hereby assume and Warranties agree to pay, perform and discharge all Liabilities of Astro under that certain letter agreement among Astro, Wood, Xxxxxxx and Xxxxxxx Xxxxx, Jr. dated May 22, 2002 (the "Xxxxx Agreement"). Each Seller shall be obligated jointly and severally to indemnify, without limitation as to time or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding provisoamount, the indemnification obligations Buyer from and against the entirety of any Adverse Consequences Buyer suffers resulting from, arising out of, relating to, or claimed to have been caused by the failure of Sellers to satisfy any Liabilities of Astro, Wood or Xxxxxxx to Xxxxx Holdings, LLC and/or Xxxxxxx Xxxxx, Jr. under this the Xxxxx Agreement. Prior to May 31, 2007, Sellers shall provide Buyer with evidence satisfactory to Buyer that the Xxxxx Agreement for indemnification has been fully performed and that Xxxxx Holding, LLC and Xxxxxxx Xxxxx, Jr. have no claims under Section 8.2(a)(iv) against Astro thereunder. If Sellers fail to provide Buyer with such evidence by May 31, 2007, Buyer shall be permitted, but not required, to obtain a release from Xxxxx Holding, LLC and breaches of Xxxxxxx Xxxxx, Jr. on such terms and conditions as it deems appropriate in its reasonable discretion, and Sellers shall jointly and severally indemnify Buyer against any of the Key Representations and Warranties shall Adverse Consequences suffered by Buyer in no event exceed the Purchase Priceconnection with obtaining such release and/or transfer.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersSubject to the limitations set forth in this Section 7, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, in the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferits covenants or agreements contained in this Agreement, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferof its representations and warranties in Section 3, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival periodperiod pursuant to Section 7(a)), if any) resulting fromand that Buyer did not have actual knowledge of the breach prior to the Closing, arising out of, relating to, in then Seller shall indemnify Buyer from and against any Losses Buyer shall suffer through and after the nature of, in connection with or date of the claim for indemnification caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; proximately by Seller’s breach. (ii) any breach of any covenant or agreement of Sellers contained in Seller’s indemnification obligations under this Agreement; Section 7 shall be subject to the following limitations: (iiiA) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers Seller shall not be liable required to indemnify Buyer for any Damages Losses under Section 8.2(a)(i7(b)(i) hereof until the aggregate dollar amount of all such Damages that would otherwise be indemnifiable thereunder Losses exceeds $500,000 in 25,000 (the aggregate (“Indemnification BasketDeductible”), after in which the Buyer Indemnitees event Seller shall be entitled to recover Damages responsible only for Losses in excess of the Indemnification Basket. The indemnification obligations Deductible, (B) the aggregate amount of Sellers under Sections 8.2(a)(i), 8.2(a)(iiLosses for which Seller shall be required to indemnify Buyer from time to time pursuant to Section 7(b)(i) and 8.2(a)(iii) of this Agreement shall in no event not exceed $9,750,000 in the aggregate 100,000 (the “Indemnification Cap”); provided, however, that notwithstanding anything the foregoing, indemnification for breaches of the (x) representations and warranties contained in Sections 3(a), (c) and (d), the last sentence of Section 3(e), and Section 3(m) and (y) covenants and agreements of the Seller contained in this Agreement shall not be subject to the contraryDeductible or the Cap, the Indemnification Cap and (C) amounts indemnified under Section 6(d) shall not also be indemnified under this Section 7, and the Indemnification Basket limitations under this Section 7 shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price6(d).

Indemnification Provisions for Buyer’s Benefit. (a) SellersSellers agree to indemnify, jointly and severally, shall indemnify defend and hold harmless Buyer, Company, their Affiliates Buyer and their respective directorsits Affiliates, officers, employeesdirectors, agents, successors and assigns employees (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Adverse Consequences Buyer Indemnitees may suffer, sustain incur or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by (i) any actual or alleged inaccuracy or the breach of any representation or warranty of Sellers or Company contained in this Agreement; , (ii) any the nonperformance or breach of any covenant or agreement of made by Sellers contained in under this Agreement; , and (iii) any breach of Excluded Liabilities; provided, however, Sellers shall not be obligated to indemnify, defend and hold harmless Buyer Indemnitees for Buyer Environmental Liabilities (as defined below). Sellers shall not have any covenant or agreement of Company contained in this Agreement obligation to be performed prior indemnify Buyer Indemnitees unless Buyer delivers a written claim for indemnification to or at Sellers pursuant to Section 9.8. In addition, Sellers shall not have any obligation to indemnify Buyer Indemnitees under Section 8.2(a)(i), unless such written claim for indemnification is made by Buyer pursuant to Section 9.8 within the Closing; or (iv) survival period pursuant to Section 8.1. To the extent any claim (without regard to any survival period contained herein, irrespective of whether for indemnification arises under Section 8.2(a)(i) and the Sellers have breached any representation or warranty hereunder and regardless is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of any disclosures madedetermining the amount of Adverse Consequences. (b) Subject to Section 8.2(c), including those disclosures set forth on Schedule 4.27 heretothe aggregate liability of Sellers pursuant to Section 8.2(a) arising from of this Agreement shall not exceed $1,960,000.00 (the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv“Seller Indemnity Cap”). (bc) Sellers shall not be liable for any Damages to the Buyer Indemnitees under Section 8.2(a)(i8.2(a) hereof unless and until the aggregate dollar amount of all Adverse Consequences pursuant to such Damages that would otherwise be indemnifiable thereunder section exceeds One Hundred Thousand Dollars ($500,000 in 100,000.00) (the aggregate (“Indemnification BasketSeller Threshold Amount”), in which event Sellers shall only be required to pay or be liable for Adverse Consequences in excess of the Seller Threshold Amount. (d) Payments by Sellers pursuant to Section 8.2(a) in respect of any Adverse Consequences shall be limited to the amount of any liability or damage that remains after which deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Buyer Indemnitees in respect of any such Adverse Consequence. The Buyer Indemnitees shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Adverse Consequences prior to seeking indemnification under this Agreement. (e) Notwithstanding anything contained elsewhere in this Agreement, the Parties agree that the Buyer Indemnitees shall not be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or for any breach of a representation or warranty (and the Fundamental Representations and Warranties, term “Adverse Consequences” shall not be construed to include damages related to such a breach) which breach is described with reasonable particularity in the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceDisclosure Schedule.

Indemnification Provisions for Buyer’s Benefit. (a) SellersFrom and after the Closing, each Seller and Stockholder, jointly and severally, shall indemnify indemnify, defend and hold harmless BuyerBuyer and its Affiliates, Companysuccessors, their Affiliates and their respective directorsassigns, officers, employeesmanagers, agentsdirectors, successors stockholders, members, agents and assigns employees (collectively, the “Buyer IndemniteesGroup”) from and against any Adverse Consequences (including any Adverse Consequences that Buyer Group may suffer after the entirety end of any Damages applicable survival period) that any member of the Buyer Indemnitees Group may suffer, sustain or become subject to as the result of, or arising from or in connection with (including i) the breach by any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end Seller of any applicable survival periodrepresentation or warranty contained herein or in any other document or in any exhibit, provided schedule or attachment thereto or in any certificate delivered by any Seller in connection therewith; (ii) any nonfulfillment or breach of any covenant or agreement on the part of any Seller set forth in this Agreement or any Schedule, agreement, certificate or other document delivered by or on behalf of any Seller in connection herewith; (iii) any and all Taxes and Liabilities of the Sellers of any nature arising with respect to periods through the Closing Date or arising out of any transactions contemplated hereby, including without limitation those listed on the Disclosure Schedules; (iv) any of the Excluded Assets or Excluded Liabilities, including but not limited to, any Employment Obligations of the Sellers; (v) any violation of Environmental Laws on or prior to the Closing Date; and (vi) the ownership or use of the Acquired Assets or the conduct or operations of the Acquired Business on or before the Closing Date. provided, however, that except with respect to the Seller Core Representations and fraud or willful misconduct (A) Buyer’s sole and exclusive recovery under this §9(b)(i) for Adverse Consequences relating to breaches of the representations and warranties of any Seller or the Stockholder contained in this Agreement shall be limited to the ability to make claims against the amounts in escrow pursuant to the Escrow Agreement; and (B) Buyer makes a written claim for indemnification within the applicable survival period, if any) shall not be entitled to recover any Adverse Consequences resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or by the breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach Seller until Buyer has suffered Adverse Consequences by reason of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in all breaches under this Agreement to be performed prior to or at the Closing; or in excess of a $150,000.00 aggregate threshold (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the point Buyer Indemnitees shall be entitled to recover Damages only in excess all of its Adverse Consequences, including the Indemnification Basket. The indemnification obligations first $150,000.00 of Sellers under Sections 8.2(a)(i)such Adverse Consequences (i.e., 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in including the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement Adverse Consequences up to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Mattersthreshold), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, Each Seller will jointly and severally, shall severally indemnify and hold harmless BuyerBuyer and its Affiliates, Company, their Affiliates and their respective officers, directors, officersmanagers, employees, agents, successors representatives, controlling persons, stockholders and assigns (collectivelysimilarly situated persons, the “Buyer Indemnitees”) harmless from and against the entirety of pay any and all Damages any of the Buyer Indemnitees may suffer, sustain directly or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) indirectly resulting from, arising out of, relating to, in arising out of or attributable to any of the nature of, in connection with or caused byfollowing: (ia) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained any Seller has made in this Agreement; (iib) any breach breach, violation or default by any Seller of any covenant or agreement obligation of Sellers contained any Seller in this Agreement; and (iiic) any breach the operation and ownership of, or conditions first occurring with respect to, the Business or the Purchased Assets prior to 11:59 p.m. on the Closing Date. “Damages” means all losses (including diminution in value), damages and other costs and expenses of any covenant kind or agreement nature whatsoever, whether known or unknown, contingent or vested, matured or unmatured, and whether or not resulting from third-party claims, including costs (including reasonable fees and expenses of Company contained attorneys, other professional advisors and expert witnesses and the allocable portion of the relevant person’s internal costs) of investigation, preparation and litigation in this Agreement to be performed prior to connection with any Action or at threatened Action. Buyer will have the Closing; option of setting off all or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless part of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from Damages Buyer suffers by notifying Seller that Buyer is reducing the presence or release of any Hazardous Substance, or amounts owed to Seller for the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased Accounts Receivable/Inventory Amount by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages Damages. Buyer’s exercise, if in good faith, of its set-off rights will not constitute a breach under this Agreement. In the event that would otherwise be indemnifiable thereunder exceeds $500,000 Seller provides written objection to such set-off within ten (10) days of receiving the notice of set-off, then Buyer agrees to put such set-off amount into escrow until a judicial determination is made in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement regard to the contrary, Damages or until the Indemnification Cap and parties otherwise come to agreement on the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceset-off amount.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event the Sellers breach any of their representations, warranties, and covenants contained in this Agreement, and, provided that the Buyer makes a written claim for indemnification against the Sellers pursuant to §10(g) below within the survival period (if there is an applicable survival period pursuant to §8(a) above), then the Sellers (jointly and severally, shall ) agree to indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of Adverse Consequences the Buyer Indemnitees may suffer, sustain or become subject to suffer (including any Damages a Adverse Consequences the Buyer Indemnitee may suffer, sustain or become subject to suffer after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (iA) the Sellers shall not have any actual obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of the Sellers contained in this Agreement; (iii§3(g)–(gg) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof above until the aggregate dollar amount Buyer has suffered Adverse Consequences by reason of all such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only breaches in excess of a Four Thousand One Hundred Seventy-five and No/100 Dollars ($4,175.00) aggregate deductible (after which point the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(iwill be obligated only to indemnify the Buyer from and against further such Adverse Consequences), 8.2(a)(iiand (B) the Sellers shall have no obligation to indemnify the Buyer from and 8.2(a)(iii) against any Adverse Consequences consisting of this Agreement shall in no event exceed $9,750,000 in or relating to Taxes with respect to any taxable period or portion thereof beginning after the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches Closing Date as a result of any breach of the representations and warranties contained set forth in Section 4.12 §3(k) other than the representations and warranties set forth in paragraphs (Tax Mattersiv)(B), (vi), (vii), or](viii) of such §3(k); and (ii) The Sellers (jointly and severally) agree to indemnify the Buyer from and against the entirety of any indemnification claim Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (A) Any liability of any Seller (including the Company) that is not an Assumed Liability (including any liability of the Company that becomes a liability of the Buyer under Section 8.2(a)(ivany bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); (B) Any liability of any Seller (including the Company) for unpaid Income Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date); and/or (C) Any liability of any Seller (including the Company) for the unpaid Taxes of any Person (including the Company and its Subsidiaries) under Reg. §1.1502-6 (or any matter constituting fraudsimilar provision of state, intentional misrepresentation local, or other intentional torts non-U.S. law), as a transferee or any breach of the Fundamental Representations and Warrantiessuccessor, the Key Representations and Warranties by contract, or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceotherwise.

Indemnification Provisions for Buyer’s Benefit. (a) SellersFrom and after the Closing, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, in the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferits representations, sustain warranties, covenants, obligations or become subject to (including any Damages a Buyer Indemnitee may sufferother agreements under this Agreement, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification against Seller pursuant to this Section 7 below within the applicable survival period, if any) resulting from, arising out of, relating to, in then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach end of any representation or warranty of Sellers or Company contained in this Agreement; (iiapplicable survival period) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at caused by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)breach; provided, however, that notwithstanding Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation, warranty or covenant of Seller (A) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 aggregate deductible (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the Indemnification Cap event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the Indemnification Basket foregoing, the aggregate deductible set forth in this Section shall not apply be applicable to indemnification claims arising amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the Fundamental Representations and Warrantiesfirst dollar thereof, according to the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations terms of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceAgreement).

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Sellers breach any of the Buyer Indemnitees may sufferSellers' representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained herein, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Sellers shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer or Target may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach. If Sellers fail to indemnify Buyer after Buyer delivers written notice as provided above, then Buyer shall have the right to bring an action for indemnification for such claim including after the end of the applicable survival period. Provided, however: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable have any obligation to indemnify Buyer for a breach of any Damages under Section 8.2(a)(iof the Non-Fundamental Representations and Warranties of Sellers until Buyer (or Target) hereof until the aggregate dollar amount has suffered Adverse Consequences by reason of all such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 breaches (of those Non-Fundamental Representations and Warranties), in the aggregate (“Indemnification Basket”)aggregate, after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Forty Thousand Dollars ($40,000) ("Indemnification Basket. The indemnification obligations of ") after which point Sellers under Sections 8.2(a)(i), 8.2(a)(ii) will be obligated to indemnify Buyer from and 8.2(a)(iii) of this Agreement shall against all such Adverse Consequences as provided herein in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and their totality including the Indemnification Basket shall not apply amount (i.e.; as incurred, from and including the "first dollar" of such consequences); (ii) (A) there will be an aggregate ceiling ("Indemnification Ceiling") on the obligation of Sellers to indemnification claims indemnify Buyer from and against Adverse Consequences resulting from, arising from out of, relating to, in the nature of, or caused by breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Non-Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxesof Sellers; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.such Indemnification Ceiling being an amount equal to Four Million Dollars ($4,000,000); and

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller or Target breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodcovenants and agreements contained herein and, provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 10(h) below within the applicable survival period, if anythen Seller shall be obligated to indemnify Buyer and its Affiliates, and each of their respective officers, directors, managers, members, partners, shareholders, subsidiaries, employees, successors, heirs, assigns, agents and representatives, in each case other than Seller (each, a “Buyer Indemnified Person”) from and against the entirety of any Adverse Consequences a Buyer Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach. (ii) In addition to the indemnification obligations of Seller in connection with Section 7(b)(i) above, Seller shall indemnify and hold harmless each Buyer Indemnified Person from and against the entirety of any Adverse Consequences a Buyer Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by: : (iA) any actual or alleged inaccuracy or breach matter disclosed in Schedule 3(h)(iii) of any representation or warranty of Sellers or Company contained in this Agreement; the Disclosure Schedule; (iiB) any breach matter disclosed in Schedule 3(t) of any covenant or agreement of Sellers contained in this Agreement; the Disclosure Schedule; (iiiC) any breach matter disclosed in Schedule 3(z)(iii) of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv).Disclosure Schedule; (bD) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount matter disclosed in paragraph 2 of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(ivSchedule 3(w)(i)(F) or any matter constituting fraud, intentional misrepresentation or disclosed in Schedule 3(w)(i)(G) of the Disclosure Schedule; and (E) any matter disclosed in Schedule 3(x)(i)(B) of the Disclosure Schedule. The matters referenced to in the Section 7(b)(ii) are referred to herein as the “Designated Liabilities”. The Parties will cooperate with each other intentional torts or any as specified in EXHIBIT L to facilitate the resolution and payment of the Designated Liabilities. (iii) No claim of indemnification for breach of representations, warranties, covenants and agreements contained herein shall be made under Section 7(b)(i) unless and until the Fundamental Representations aggregate losses of Buyer shall have exceeded the Threshold; notwithstanding the * Certain confidential information contained in this document, marked with asterisks has been redacted pursuant to a request for confidential treatment and Warrantieshas been filed separately with the Securities and Exchange Commission. foregoing, the Key Representations Threshold shall not be applicable with respect to indemnification claims involving severance costs for Seasonal Employees, Environmental Liabilities, and Warranties Tax Liabilities or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches 7(b)(ii). Once the aggregate losses of Buyer have exceeded the Threshold (or immediately for any of losses not subject to the Key Representations and Warranties Threshold), all claims for indemnification against Seller within the applicable survival period shall in no event exceed be fully indemnified, starting with the Purchase Pricefirst dollar without regard to the Threshold.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of its representations, warranties, and covenants contained in this Agreement within the Buyer Indemnitees may suffer, sustain or become subject to survival period (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any if there is an applicable survival periodperiod pursuant to §8(a) above), and, provided that Buyer makes a written claim for indemnification within against Seller pursuant to §10(g), then Seller agrees to indemnify and hold harmless Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by Seller's breach; provided, however, that (iA) Seller shall not have any actual obligation to indemnify or alleged inaccuracy hold harmless Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by Seller's breach of any representation or warranty of Sellers or Company contained in this Agreement; §3(f)-(cc) above unless the aggregate of all such amounts exceeds [*] (iithe "Minimum") any breach in the aggregate, and then only to the full extent of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar such amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations Minimum; and (B) there will be an aggregate ceiling of Sellers under Sections 8.2(a)(i)[*] on the obligation of Seller to indemnify and hold harmless Buyer from and against Adverse Consequences resulting from, 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 arising out of, relating to, in the aggregate (the “Indemnification Cap”); providednature of, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from or caused by breaches of any of the representations and warranties of Seller contained in Section 4.12 §3(f)-(cc) above. (Tax Matters), any indemnification claim under Section 8.2(a)(ivii) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of Seller agrees to indemnify Buyer from and against the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Key Representations and Warranties shall in no event exceed the Purchase Price.Seller which is not an Assumed Liability (including any liability of Seller that becomes a liability of Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of Law);

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Nautilus breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Nautilus pursuant to Section 10.7 below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8.1 above), if any) then Nautilus agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (i) Nautilus shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company Nautilus contained in this AgreementArticle 3 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a One Hundred Fifty Thousand U.S. Dollars ($150,000) aggregate deductible (after which point Nautilus will be obligated only to indemnify Buyer from and against further such Adverse Consequences); and (ii) any breach there will be a Two Million U.S. Dollars ($2,000,000) aggregate ceiling on the obligation of any covenant Nautilus to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or agreement caused by breaches of Sellers the representations and warranties of Nautilus contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Article 3 above. (b) Sellers shall not be liable for Nautilus further agrees to indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the aggregate nature of, or caused by any liability of Nautilus that is not an Assumed Liability (“Indemnification Basket”including any liability of Nautilus that becomes a liability of Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law), after which . (c) In the event Buyer Indemnitees shall be entitled to recover Damages only incurs warranty expense in excess of the Indemnification BasketFive Hundred Thousand U.S. Dollars ($500,000) on account of warranty claims received by Buyer within one year following Closing for Schwinn Commercial Indoor Cycle products sold by Nautilus prior to Closing, Nautilus shall pay to Buyer an amount equal to fifty percent (50%) of such excess. The indemnification obligations obligation of Sellers under Sections 8.2(a)(i)Nautilus to provide such payment shall be subject to receipt by Nautilus of documentation identifying the customer, 8.2(a)(ii) the product defect and 8.2(a)(iii) the product serial number for all warranty claims received by Buyer during the one year period following Closing, together with a detailed accounting of the warranty expense for such claims. For purposes of this Agreement Section 8.2, warranty expense shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any consist of the representations direct labor and warranties contained in Section 4.12 (Tax Matters)materials costs of warranty repair and replacement, any indemnification claim under Section 8.2(a)(iv) without xxxx-up or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach allocation of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceindirect costs.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event that Sellers or Companies breach any of the representations, warranties or covenants contained herein (other than the covenants in Section 2(a) and the representations and warranties in Section 5(a)) and, provided that (i) Sellers have not be able to cure such breach within fifteen (15) days as provided for in Section 7(e) hereof, and (ii) Buyer makes a written claim for indemnification against Sellers pursuant to Section 10(d) within the survival period set forth in Section 10(a), then Sellers shall severally, and not jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages Adverse Consequences that Buyer shall suffer (but excluding any of the Adverse Consequences Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, provided however, that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under required to indemnify Buyer pursuant to this Section 8.2(a)(i) hereof 10(b)(i), unless and until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in Adverse Consequences exceed Fifty Thousand Euros (EUR 50,000) (the aggregate (“Indemnification Basket”), after in which the Buyer Indemnitees case Sellers shall be entitled obligated to recover Damages only indemnify Buyer for all Adverse Consequences in excess of the Indemnification Basket. The In addition, the aggregate amount of all payments made by the Sellers in satisfaction of claims for indemnification obligations of pursuant to this Section 10(b)(i) shall not exceed Two Hundred Seventy Thousand Euros (EUR 270,000) for the Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, howeverfurther, that notwithstanding anything in no event shall any Seller be obligated to indemnify Buyer for an amount in excess of such Seller’s allocable portion of the Indemnification Cap pro rata the number of Shares sold by each Seller to Buyer (for each Seller, such Seller’s “Proportionate Cap”) (after which point such Seller shall have no obligation to indemnify Buyer from and against further such Adverse Consequences). (ii) In the event that any Seller or Company breaches any of his or its covenants in Section 2(a) or any of his or its representations and warranties in Section 5(a), and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Sections 10(d) within the survival period set forth in Section 10(a), then such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused proximately by such Seller’s breach; provided, that in no event shall any Seller be obligated to indemnify Buyer for an amount in excess of such Seller’s Proportionate Cap (after which point such Seller shall have no obligation to indemnify Buyer from and against further such Adverse Consequences). (iii) For the avoidance of doubt, no Seller shall be obligated to indemnify Buyer for any Adverse Consequences incurred in excess of such Seller’s Proportionate Cap, regardless of whether such indemnification obligation arose pursuant to Section 10(b)(i) or (ii) or some combination thereof. (iv) Any amount for which Sellers would otherwise have been liable under this Section 10 in respect of any Adverse Consequences suffered by Buyer for breach of any representations, warranties, covenants and agreements contained in this Agreement to shall be reduced by the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of amount (if any) by which any tax for which any of the representations Companies would otherwise have been liable shall be reduced or extinguished as the result of the matter given rise to such Adverse Consequences. (v) Any amount for which Sellers would otherwise have been liable under this Section 10 in respect of any Adverse Consequences suffered by Buyer for breach of any representations, warranties, covenants and warranties agreements contained in Section 4.12 (Tax Matters)this Agreement shall be reduced by the net amount of any indemnification, any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation insurance proceeds or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of recovery actually received by any of the Key Representations Companies from any third party in respect of such Adverse Consequences. (vi) Sellers shall not be liable under this Section 10 in respect of any claim to the extent that the facts, matters or circumstances giving right to any relevant claim were disclosed to Buyer prior to the signing of the Agreement. (vii) Except in case of fraud, gross negligence or wilful misconduct of Sellers, the sole remedy of Buyer in case of breach of any representations, warranties, covenants and Warranties shall agreements contained in no event exceed this Agreement will be the Purchase Priceabove indemnification by Sellers in accordance with this Section 10, to the exclusion of any other remedy.

Indemnification Provisions for Buyer’s Benefit. (a) SellersSeller will defend, jointly and severallyindemnify, shall indemnify and hold harmless Buyer, Company, their Buyer and its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) harmless from and against the entirety of pay any Damages any of the Buyer Indemnitees may sufferand all Damages, sustain directly or become subject to (including any Damages a Buyer Indemnitee may sufferindirectly, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, relating to, arising out of, relating to, in or attributable to any one of the nature of, in connection with or caused by: following: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained Seller has made in this Agreement; , or any other certificate or document Seller has delivered pursuant to this Agreement; (ii) any breach by Seller of any covenant or agreement obligation of Sellers contained Seller in this Agreement; ; (iii) any breach of any covenant the operation and ownership of, or agreement of Company contained in this Agreement to be performed conditions occurring with respect to, the Purchased Assets at or prior to or at the ClosingEffective Time; or and (iv) any claim (without regard to any survival period contained herein, irrespective Liabilities of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, Seller other than at the real property listed on Schedule 8.2(a)(iv)Assumed Liabilities. (b) Sellers Seller will have no obligation to indemnify the Buyer Indemnified Parties pursuant to this Section 9.2 until the aggregate amount of all Damages suffered by the Buyer Indemnified Parties exceeds $212,000.00, in which case Seller shall be liable to the Buyer Indemnified Parties for all Damages in excess of, but not including, such amount; provided that the foregoing limitation shall not be liable for applicable to any Damages under indemnification obligations pursuant to Section 8.2(a)(i9.2(a)(i) hereof until to the extent such obligations relate to or result from breach of the representations and warranties set forth in Section 3.5(a) (Purchased Assets). (c) Seller’s obligation to indemnify the Buyer Indemnified Parties shall not exceed an aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds equal to $500,000 8,494,000.00, except in the aggregate case of indemnification obligations pursuant to Section 9.2(a)(i) to the extent such obligations relate to or result from breach of the representations and warranties set forth in Section 3.5(a) (“Indemnification Basket”Purchased Assets), after in which event Seller’s obligation shall not exceed an aggregate amount equal to the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Purchase Price; provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches event of any a breach of the representations and warranties contained set forth in Section 4.12 (Tax Matters)3.5(a) with respect to any Purchased Asset, any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach Buyer shall not be entitled to recover amounts in excess of the Fundamental Representations and Warrantiesvalue set forth on Schedule 1.5 for the Purchased Asset(s) in question, or, in the absence of such scheduled value, the Key Representations and Warranties or any Liability for unpaid Taxes; providedFair Market Value of such Purchased Asset (as defined in Section 2.4). (d) Seller shall have no liability with respect to Section 9.2(a)(i) unless the Buyer Indemnified Parties shall have, further, that notwithstanding before the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any expiration of the Key Representations and Warranties shall applicable representation or warranty pursuant to Section 9.1 of this Agreement, previously made a claim by delivering a notice of such claim in no event exceed the Purchase Priceaccordance with this Article to Seller.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersProvided that Buyer makes a written claim for indemnification against Sellers in accordance with §9(g) below within the survival period provided in §7(a) above, then Sellers shall jointly and severallyseverally indemnify, shall indemnify defend and hold the Buyer harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety (subject to the limitations set forth below) of any Damages Adverse Consequences that Buyer or any Company shall suffer that are caused proximately by: (1) the breach by any Seller of any of its representations, warranties, and covenants (other than the covenants in §2(a) and §5 above and the representations and warranties in §3(a) above) contained herein (determined without regard to any limitation or qualification by materiality); (2) any claim against or liability of any Company (based in contract, tort or otherwise) arising out of or relating to, the operation of the Companies and their businesses during the period prior to the Closing Date, other than any claim or liability relating to: (w) the Assumed Liabilities, (x) the Closing Date Liabilities, (y) Taxes or Income Taxes (the indemnity obligation for which is covered in §8), (z) any Environmental Health and Safety Requirements with respect to which Buyer has not made a written claim for indemnification prior to the eight year survival period specified in §7(a)(ii) above; (3) any claim for breach of any contract (x) entered into by any of the Buyer Indemnitees may sufferColombian Companies and in effect on the Closing Date, sustain and (y) not listed in §4(o) of the Disclosure Schedule; and (4) any claim against or become subject to liability (including any Damages a Buyer Indemnitee may suffer, sustain strict or become subject to after the end otherwise) of any applicable survival periodCompany arising from or related to the injury to individuals as a result of the consumption of bananas shipped by any Company prior to the Closing Date; Sellers shall not have any obligation to indemnify Buyer pursuant to this §7(b)(i) from and against any such Adverse Consequences: (A) until Buyer has suffered Adverse Consequences in excess of a Two Hundred Fifty Thousand Dollar ($250,000.00) aggregate basket (at which point, Sellers will be obligated to indemnify Buyer for all Adverse Consequences relating to such claims from the first Dollar), or thereafter (B) to the extent the Adverse Consequences Buyer has suffered exceed a Thirty Million Dollar ($30,000,000.00) aggregate ceiling (after which point Sellers will have no obligation to indemnify Buyer from and against such Adverse Consequences in excess of such aggregate ceiling); and provided further, however, that (C) in addition to what is provided in Clauses (A) and (B) above, Sellers shall not have any obligation to indemnify Buyer pursuant to this §7(b)(i) from and against any Adverse Consequences caused proximately by the breach of the representations or warranties contained in §4(h) until such Adverse Consequences exceed Two Hundred Fifty Thousand Dollars ($250,000.00) and then Sellers’ indemnity obligation shall be limited to the amount of such Adverse Consequences in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), and (D) in the case of a breach of the representation and warranty contained in §4(g), for purposes of determining the Adverse Consequences for which Buyer may be indemnified, Buyer shall not be entitled to claim that the amount of such Adverse Consequences must be measured by how the Purchase Price would have been reduced, based on the Buyer’s valuation methodology, if the Financial Statements had accurately reflected the financial condition or operating results of the Colombian Companies for the periods in question. The Parties have agreed that if, in connection with the same facts and circumstances, Buyer can make a claim for indemnification for a breach of the representations made by Sellers under §4(h) as well as under some other subsection of §4, Buyer shall be permitted to select the subsection of §4 under which it will make a claim for indemnification. (ii) In the event Sellers breach any of their covenants in §2(a) and §5 above or any of their representations and warranties in §3(a) above, and provided that Buyer makes a written claim for indemnification against Sellers in accordance with §9(g) below within the applicable survival periodperiod pursuant to §7(a) above, if any) resulting fromthen Sellers shall indemnify, arising out of, relating to, in defend and hold Buyer harmless from and against the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach entirety of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; Adverse Consequences Buyer shall suffer caused proximately by such Sellers’ breach. (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or Notwithstanding any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv).foregoing: (b1) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 limitations provided in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii§7(b)(i)(A) and 8.2(a)(iii(B) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or Sellers’ obligations to indemnify Buyer for any breach of the Fundamental Representations representation provided in §4(s); (2) the limitations provided in §7(a) and Warranties, the Key Representations §7(b)(i)(A) and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, (B) shall not apply to (x) the indemnification obligations under §8, and (y) any indemnification obligation arising or relating to §4(k), for which the survival period and the exclusive remedy for any breach thereof shall be as provided in §8; and (3) the damage suffered by BIC under the Banana Purchase Agreement resulting from the inability of CIL to perform its obligations under the Banana Purchase Agreement because such performance violates or conflicts with applicable U.S. law, or because a governmental authority having jurisdiction over CBII, Sellers or their business has asserted that such performance violates or conflicts with applicable U.S. law shall not be considered an Adverse Consequence with respect to which the Buyer has a separate right to be indemnified under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price§7.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferSeller’s representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained herein, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer or Target may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach. If Seller fails to indemnify Buyer after Xxxxx delivers written notice as provided above, then Buyer shall have the right to bring an action for indemnification for such claim including after the end of the applicable survival period. Provided, however: (i) Seller shall not have any actual or alleged inaccuracy or obligation to indemnify Buyer for a breach of any representation of the Non- Fundamental Representations and Warranties of Seller until Buyer (or warranty Target) has suffered Adverse Consequences by reason of Sellers or Company contained all such breaches (of those Non-Fundamental Representations and Warranties), in this Agreementthe aggregate, in excess of Two Thousand Five Hundred Dollars ($2,500) ("Indemnification Basket") after which point Seller will be obligated to indemnify Buyer from and against all such Adverse Consequences as provided herein in their totality including the Indemnification Basket amount (i.e.; as incurred, from and including the "first dollar" of such Adverse Consequences); and (ii) any breach there will be an aggregate ceiling ("Indemnification Ceiling") on the obligation of any covenant or agreement of Sellers contained Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substancenature of, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased caused by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Non-Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxesof Seller; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Pricesuch Indemnification Ceiling being an amount equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000).

Indemnification Provisions for Buyer’s Benefit. (a) Sellers9.2.1 Subject to the provisions of this Section 9, jointly and severally, Seller shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) Indemnified Parties from and against the entirety of any Damages Adverse Consequences incurred or suffered by any Buyer Indemnified Party arising out of, based upon or resulting from any of the Buyer Indemnitees may suffer, sustain or become subject to following (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification against Seller within the applicable survival periodSurvival Period pursuant to Section 9.1, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: ): (ia) any actual or alleged inaccuracy or breach of any a representation or warranty of Sellers or Company contained Seller in this AgreementAgreement or any of the Transaction Documents; (iib) any breach or failure by Seller to perform any of any covenant its covenants, agreements or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained obligations in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Transaction Documents; (c) any unpaid Funded Indebtedness of the Company or the Subsidiary; (d) any unpaid Seller Expenses; (e) the Excluded Agreements; and (f) any Taxes which may become due by the Company or the Subsidiary as a result of the Reorganization. (b) Sellers 9.2.2 Seller shall not be liable for have any Damages under obligation to indemnify the Buyer Indemnified Parties pursuant to Section 8.2(a)(i9.2.1(a): (a) hereof until the Buyer Indemnified Parties have suffered aggregate dollar amount Adverse Consequences by reason of all such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 breaches in excess of US$250,000 (the aggregate (“Indemnification BasketDeductible”), after which point Seller will be obligated to indemnify the Buyer Indemnitees shall be entitled to recover Damages only Indemnified Parties from and against such Adverse Consequences in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(iiDeductible; and (b) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 for any Adverse Consequences the Buyer Indemnified Parties have suffered in the aggregate (by reason of such breaches in excess of the “Indemnification Liability Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap Deductible and the Indemnification Basket Liability Cap shall not apply to indemnification claims arising from any breaches of any of the Fundamental Representations, the representations and warranties contained in Section 4.12 4.5 (Title to Assets; Sufficiency of Assets), Section 4.10 (Tax Matters), any indemnification claim under Section 8.2(a)(iv4.12 (Intellectual Property) (except for the representations and warranties in Section 4.12.7 the breach of which shall be subject to the Deductible and the Liability Cap), Section 4.27 (Privacy) or any matter constituting fraudof Seller’s indemnification obligations in Section 9.2.1, intentional misrepresentation other than pursuant to Section 9.2.1(a). 9.2.3 Seller shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences (a) caused by the breach of any Fundamental Representation and the representations or warranties in Section 4.5 (Title to Assets; Sufficiency of Assets) and Section 4.10 (Tax Matters) and (b) pursuant to Sections 9.2.1(b), (c), (d), (e) and (f) in excess of the sum of (x) the Purchase Price actually received by Seller, as the same may be adjusted from time to time pursuant to this Agreement, plus (y) the amount of any Funded Indebtedness paid by Buyer pursuant to this Agreement. 9.2.4 Seller shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences caused by the breach of any representations or warranties in Section 4.12 (Intellectual Property) (except for the representations and warranties in Section 4.12.7 the breach of which shall be subject to the Deductible and the Liability Cap) or Section 4.27 (Privacy) in excess of US$6,000,000; provided, however, that the Buyer Indemnified Parties shall be required to recover first against the Indemnity Escrow Fund to the extent available and sufficient to satisfy any Adverse Consequences caused by any such breaches before seeking recovery from any other intentional torts source, including the guaranty of Parent pursuant to Section 10.16. 9.2.5 The Buyer Indemnified Parties may seek to recover Adverse Consequences in any manner available to such Buyer Indemnified Party at law or in equity (to the extent permitted by this Section 9), including claims against the Indemnity Escrow Fund and claims under the guaranty of Parent pursuant to Section 10.16; provided, that, except with respect to fraud and any breach of the Fundamental Representations and WarrantiesRepresentations, the Key Representations Buyer Indemnified Parties shall be required to recover first against the Indemnity Escrow Fund to the extent available and Warranties sufficient to satisfy any Adverse Consequences before seeking recovery from any other source, including the guaranty of Parent pursuant to Section 10.16. 9.2.6 Amounts available to satisfy claims against Seller that are subject to a given limitation on liability under this Section 9.2 shall not be additive of amounts available to satisfy claims against Seller that are subject to other limitations on liability under this Section 9.2. Accordingly, any amount paid by Seller pursuant to any provision of this Section 9 (including any amount paid from the Escrow Account) shall simultaneously reduce the amount available under all limitations on Seller’s liability hereunder (i.e., the Liability Cap discussed in Section 9.2.2, the Purchase Price limitation on liability discussed in Section 9.2.3, and the US$6,000,000 limitation on liability discussed in Section 9.2.4). 9.2.7 Except as consented to by Parent or any Liability for unpaid TaxesSeller, Buyer shall not be entitled to assert a claim against a third party providing Seller an indemnification commitment or insurance coverage, through subrogation or otherwise; provided, furtherhowever, that notwithstanding the preceding provisoBuyer may pursue legal recourse against Concuity, the indemnification obligations of Sellers under this Agreement for indemnification claims under Inc. in accordance with and pursuant to Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price5.12.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Parent breaches any of its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffercovenants in Section 2(a) above or the representations and warranties in Section 3(a) above), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification against Parent pursuant to Section 10(i) below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8(a) above), if any) resulting fromthen Parent shall defend and indemnify Buyer from and against the Adverse Consequences Buyer shall suffer caused proximately by the breach; provided, arising out ofhowever, relating to, in that Parent shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty or covenant of Sellers or Company Parent contained in this Agreement; Section 4 above (iiA) any breach until Buyer has suffered Adverse Consequences by reason of any covenant or agreement all such breaches in excess of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds a $500,000 25,000 in the aggregate (“Indemnification Basket”), at which point Parent shall have liability with respect to the first dollar of such Adverse Consequences) and thereafter (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches up to $1,000,000.00 (after which point Parent will have no obligation to indemnify Buyer from and against further such Adverse Consequences). Without limiting the Buyer Indemnitees shall be entitled to recover Damages only in excess generality of the Indemnification Basket. The foregoing, Parent indemnification obligations of Sellers under Sections 8.2(a)(i)obligation shall include any Taxes, 8.2(a)(ii) Interest, and 8.2(a)(iii) Penalties that were due prior to the Effective Date of this Agreement shall in no that are identified as a result of Tax authority assessments. (ii) In the event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from Parent breaches of any of the its covenants in Section 2(a) above or any of its representations and warranties contained in Section 4.12 3(a) above or any claim that may be asserted by (Tax Matters1) Xxxx with respect to matters occurring on or before August 1, 2009 under that certain consulting agreement entered into by and between Xxxx and Lawriter (as assumed by Parent), any indemnification claim excluding the payment obligations assumed by Buyer under Section 8.2(a)(iv2(b)(iv) above, (2) OSBA with respect to matters occurring on or before August 1, 2009 under that certain consulting agreement entered into by and between OSBA and Lawriter (as assumed by Parent), excluding the payment obligations assumed by Buyer under Section 2(b)(iii) above, or (3) all or any matter constituting fraudone of Sellers for claims that may arise under the 2008 Purchase Agreement, intentional misrepresentation or other intentional torts except for those payment obligations assumed by Buyer under Section 2(b)(ii) above, or any breach documents ancillary to the 2008 Purchase Agreement and provided that Buyer makes a written claim for indemnification against such Parent pursuant to Section 10(i) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then such Parent shall defend and indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer through and after the date of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement claim for indemnification claims caused proximately by such Parent's breach, any such claim asserted under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed referenced consulting agreements or the 2008 Purchase PriceAgreement, as the case may be.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event any Seller breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean any Seller has breached) from and against the entirety of any Damages any of its representations or warranties contained herein (other than the Buyer Indemnitees may sufferrepresentations and warranties in Section 3(a)), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification within against any Seller pursuant to Section 11(h) below before expiration of the applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim and, each Seller shall be obligated, severally and not jointly, to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) any actual or alleged inaccuracy breach); provided, however, that except in the case of Fraud or intentional misrepresentation, Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from the breach of any representation or warranty of Sellers or Company contained in this Agreement; Section 4 (ii) any breach of any covenant or agreement other than the representations and warranties of Sellers contained in this Agreement; (iiiSections 4(a), 4(b), 4(c) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (ivand 4(d)) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder unless and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds Buyer has paid, incurred, suffered or sustained at least $500,000 [***] in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 Adverse Consequences in the aggregate (the “Indemnification CapBasket Amount”); provided, howeverin which case the Buyer shall be entitled to recover all Adverse Consequences, that notwithstanding anything in this Agreement to including the contraryBasket Amount, paid, incurred, suffered or sustained by Buyer. (ii) In the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from event any Seller breaches of any of the its covenants in Section 2(a) above or any of its representations and warranties in Section 3(a) above and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Section 11(h) below before expiration of the applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim and such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer (including any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. (iii) Each Seller shall be obligated severally and not jointly to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness or Target Transaction Expenses not paid in accordance with Section 2 hereunder. (iv) Notwithstanding anything to the contrary herein, (i) the Escrow Amount shall be the sole and exclusive source of funds available to satisfy any indemnification obligations of the Sellers with respect to any breach of any representation or warranty of Sellers contained in Section 4.12 4 (Tax Mattersother than the Fundamental Representations), any and once the Escrow Amount is reduced to zero, Buyer shall have no further rights to indemnification claim under Section 8.2(a)(iv) or any matter constituting fraudin respect thereof. In addition, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event shall the aggregate amount otherwise required to be paid by any Seller under this Section 8 exceed the amount of Purchase PricePrice actually received by that Seller pursuant to this Agreement.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Target or HUB breaches any of the Buyer Indemnitees may suffertheir representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained in this Agreement, and provided that Buyer makes a written claim for indemnification against Target or HUB pursuant to §10(g) below within the survival period (if there is an applicable survival period pursuant to §8(a) above), then Target and HUB shall jointly and severally indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach provided, however, that (iA) neither Target nor HUB shall have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company Target and HUB contained in this Agreement; §3(g)-(j) and §3(l)-(y) above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $250,000 aggregate deductible (after which point Target and HUB will be jointly and severally obligated to indemnify Buyer from and against further such Adverse Consequences) and (B) there will be an aggregate ceiling in the amount of the Purchase Price (as finally determined pursuant to §2(i)) on the obligation of Target and HUB to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of Target and HUB contained in §3(g)-(j) and §3(l)-(y) above. (ii) any breach Target and HUB shall be jointly and severally obligated to indemnify Buyer from and against the entirety of any covenant Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or agreement caused by any Liability of Sellers contained in this Agreement; Target or HUB that is not an Assumed Liability (iii) including any breach Liability of Target or HUB that becomes a Liability of Buyer under any bulk transfer law of any covenant jurisdiction, under any common-law doctrine of de facto merger or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained hereinsuccessor liability, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any under Environmental, Health Health, and Safety Requirements, at any real property owned, operated or leased otherwise by Company, its Affiliates or any operation of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivlaw). (biii) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding Notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket neither HUB nor Target shall not apply to indemnification claims arising from breaches of have any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches or otherwise to indemnify Buyer from or against any Adverse Consequences arising out of, or relating to, any matter of any which Xxxxxxx X. XxXxxxx or Xxxxx Xxxxxx had Knowledge as of the Key Representations and Warranties shall in no event exceed the Purchase PriceClosing.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns In the event any Seller breaches (collectively, or in the “Buyer Indemnitees”) from and against the entirety event of any Damages third party claim that, if true, would mean any Seller has breached) any of the Buyer Indemnitees may sufferhis, sustain her, or become subject to (including its representations and warranties contained in Section 4 or any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival periodits covenants and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11.8 below within the applicable survival periodperiod set forth in Section 8.1 above, if any) then each Seller shall jointly and severally indemnify Buyer from and against the entirety of any Losses paid or incurred by Buyer resulting from, arising out of, relating to, in the nature of, in connection with of or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)breach. (b) Sellers In the event any Seller breaches (or in the event of any third party claim that, if true, would mean any Seller breached) any of his, her, or its covenants in Section 3.1 above, and provided that Buyer makes a written claim for indemnification against such a Seller pursuant to Section 11.8 below within the applicable survival period set forth in Section 8.1 above, then such Seller shall severally and not jointly indemnify Buyer from and against the entirety of any Losses paid or incurred by Buyer resulting from, arising out of or caused by the breach. (c) Buyer shall not be liable entitled to indemnification for any Damages under Section 8.2(a)(i) hereof Losses hereunder until the aggregate dollar amount of all Losses of Buyer under this Section 8.2 shall exceed $80,000 (at which point Sellers will be obliged to indemnify Buyer from and against all such Damages Losses relating back to the first dollar). (d) Except as specifically set forth in Section 8.2(e) below, the maximum aggregate amount that would otherwise be indemnifiable thereunder exceeds $500,000 Buyer may recover from Sellers pursuant to the indemnity set forth in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii8.2(a) and 8.2(a)(iii(b) of this Agreement shall not exceed $800,000; provided, that, in no event exceed shall any Seller be liable for more than his respective Percentage Ownership Amount of $9,750,000 in the aggregate (the “Indemnification Cap”)800,000; provided, however, that notwithstanding anything in this Agreement that, if, on the Expiration Date, the Losses suffered by Buyer pursuant to the contraryindemnity set forth in Sections 8.2(a) and (b) exceed $800,000, then Buyer may recover such amounts in excess of $800,000 by withholding up to a maximum of 10% of any Earn-Out Payment owed by Buyer to the Earn-Out Recipients hereunder and offset such amounts against such Losses (based on the Earn-out Allocations). (e) Notwithstanding the foregoing, the Indemnification Cap maximum aggregate amount that Buyer may recover from any particular Seller pursuant to the indemnity set forth in Sections 8.2(a) and the Indemnification Basket shall not apply to indemnification claims (b) arising from breaches of the Specified Representations shall not exceed the total amounts actually paid by Buyer to such Seller under this Agreement. (f) Nothing in this Section 8 shall prevent Buyer from bringing a common law action for fraud against any of Person whose own fraud has caused Buyer to suffer Losses or limit the representations and warranties contained Losses recoverable by Buyer in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxessuch common law action; provided, furtherthat, that notwithstanding Buyer shall not be entitled to recover more than once for the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Pricesame Loss.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Nautilus breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Nautilus pursuant to Section 10.7 below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8.1 above), if any) then Nautilus agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (i) Nautilus shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company Nautilus contained in this Agreement; Article 3 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 aggregate deductible (after which point Nautilus will be obligated only to indemnify Buyer from and against further such Adverse Consequences) and (ii) any breach there will be a $2,000,000 aggregate ceiling on the obligation of any covenant Nautilus to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or agreement caused by breaches of Sellers the representations and warranties of Nautilus contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Article 3 above. (b) Sellers shall not be liable for Nautilus further agrees to indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the aggregate nature of, or caused by any liability of Nautilus that is not an Assumed Liability (“Indemnification Basket”), after which the including any liability of Nautilus that becomes a liability of Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches any bulk transfer law of any jurisdiction, under any common law doctrine of the representations and warranties contained in Section 4.12 (Tax Mattersde facto merger or successor liability, or otherwise by operation of law), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferSeller’s representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained herein, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Seller shall be obligated to indemnify Buyer from and against such Adverse Consequences Buyer may incur (including any Adverse Consequences Buyer may incur after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach, subject to the limitations and qualifications on Seller’s indemnification obligations contained below. In addition, Seller agrees to indemnify Buyer for any Adverse Consequences arising out of the matters disclosed on Disclosure Schedule 4(t) subject to the limitations and qualifications on Seller’s indemnification obligations contained below. Seller's indemnification obligations hereunder shall be subject to the following limitations and qualifications: (i) Seller shall not have any actual or alleged inaccuracy or obligation to indemnify Buyer for (A) a breach of any representation or warranty of Sellers or Company contained in this Agreement; the Non-Fundamental Representations and Warranties of Seller, (iiB) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at for the Closingmatters disclosed on Disclosure Schedule 4(t); or (ivC) any claim as to matters indemnified against in §9(a) below, until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of Forty Thousand Dollars (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto$40,000) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification BasketDeductible”), ) after which the point Seller will be obligated to indemnify Buyer Indemnitees shall be entitled to recover Damages only from and against Adverse Consequences in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(iiDeductible as provided herein; (ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding Notwithstanding anything in this Agreement contained herein to the contrary, the Indemnification Cap and aggregate liability of the Indemnification Basket shall not apply Seller to the Buyer Indemnified Parties for indemnification claims hereunder shall under no circumstances exceed the amount of the Purchase Price; (iii) there will be an aggregate ceiling in the amount equal to Fifty Thousand Dollars ($50,000) (“Indemnification Ceiling”) on the obligation of Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising from breaches out of, relating to, in the nature of, or caused by (A) a breach of any of the Non-Fundamental Representations and Warranties of Seller, or (B) for the matters disclosed on Disclosure Schedule 4(t); (iv) Buyer’s recourse to recover for a breach of any of the Seller’s representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of including the Fundamental Representations and Warranties and the Non-Fundamental Representations and Warranties) shall be limited solely to recourse against the Buyer’s Shares and to offset against the Initial Incentive Shares and Additional Incentive Shares. Notwithstanding the foregoing, if Buyer is unable to recover the Buyer’s Shares because they have been disposed of or encumbered, Buyer shall have the right to seek recovery of up to a maximum amount equal to the amount Buyer has paid to Seller under the Promissory Notes (described in Section 2 above) as of the date of such breach (in addition to the Initial Incentive Shares and Additional Incentive Shares). (v) In calculating the amount of any Adverse Consequences hereunder, the Key amount of such Adverse Consequences shall be reduced by any amounts recovered or recoverable by Buyer, as applicable, under insurance policies. (vi) Subject to the other terms and conditions of this Article 8, Adverse Consequences for any and all breaches of representations and warranties (including the Fundamental Representations and Warranties or any Liability for unpaid Taxes; providedand the Non-Fundamental Representations and Warranties) will be satisfied first against the Buyer’s Shares held by the Seller before Buyer seeks recourse against the Initial Incentive Shares and Additional Incentive Shares of Seller. (Notwithstanding anything to the contrary, further, that notwithstanding if the preceding proviso, aggregate amount of Adverse Consequences asserted by Buyer exceeds the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any fair market value of the Key Representations and Warranties Buyer’s Shares, then Buyer may simultaneously pursue other assets of Seller, so long as in any such case recovery is made first against the Buyer’s Shares held by Buyer.) (vii) No Party hereto shall be obligated to indemnify any other Person with respect to any Adverse Consequences with respect to any matter raised in no event exceed the calculation of the adjustment of the Purchase PricePrice pursuant to Section 2(a)(v). (viii) For purposes of this Section 8, any breach of or inaccuracy in any representation or warranty (other than the first sentence of Section 4(h)) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Indemnification Provisions for Buyer’s Benefit. (a) SellersProvided that Buyer makes a written claim for indemnification in accordance with this Section 7 within the applicable survival period set forth in Section 7.2, jointly and severallysubject to the limitations set forth in this Section 7, Spence shall indemnify Buyer and hold harmless Buyer’s xxxxxtors, Company, their Affiliates and their respective directorsmanagers, officers, employees, affiliates, direct and indirect partners, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against the entirety of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out Indemnified Parties by reason of, relating to, in the nature of, in connection with or caused by: : (i) any actual or alleged inaccuracy or breach by a Seller of any representation or warranty of Sellers or Company contained the representations and warranties set forth in this Agreement; Section 3; (ii) any breach or nonfulfillment by any Seller of any covenant covenant, obligation or other agreement of Sellers any Seller contained in this Agreement; ; (iii) any breach Indebtedness of any covenant the Sellers or agreement of Company contained in this Agreement to be performed the Business immediately prior to or at the Closing; or ; (iv) any claim Seller Transaction Expenses; (without regard to any survival period contained hereinv) the ownership, irrespective use or possession of whether the Excluded Assets; or (vi) the Excluded Liabilities or the failure of the Sellers to pay or discharge or to have breached any representation paid or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from discharged the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors same in interest, other than at the real property listed on Schedule 8.2(a)(iv)full. (b) Sellers shall not be liable Notwithstanding the foregoing, for any Damages purposes of this Section 7, (i) other than in the event of fraud or with respect to a claim under Section 8.2(a)(i7.3(a)(i) hereof until by reason of the aggregate dollar amount breach of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in a Fundamental Representation or Statutory Representation (the aggregate (“Indemnification BasketDesignated Matters”), after which the Buyer Indemnitees no indemnification shall be entitled due or payable by the Sellers and no claim will be made against it with respect to recover Damages only incurred in connection with Section 7.3(a)(i) in excess of the Indemnification Basket. The indemnification obligations an aggregate amount of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate 17,600,000 (the “Indemnification CapStandard Cap Amount”); provided, however, that notwithstanding anything in this Agreement no indemnification shall be due or payable by the Sellers and no claim will be made against any Seller with respect to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification a claim under Section 8.2(a)(iv7.3(a)(i) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any by reason of the breach of a Fundamental Representation or Statutory Representation, in excess of an aggregate amount equal to the Purchase Price (the “Fundamental Cap Amount” and the Fundamental Representations Cap Amount and WarrantiesStandard Cap Amount, individually, a “Cap Amount”); and (ii) Other than with respect to a Designated Matter, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the Sellers shall have no indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches liability in respect of any Damages incurred in connection with Section 7.3(a)(i) until the aggregate amount of such Damages exceeds $880,000 (the Key Representations and Warranties “Deductible”), at which time the Sellers shall in no event indemnify Buyer Indemnified Parties to the extent such Damages exceed the Purchase PriceDeductible up to a maximum aggregate amount equal to the Cap Amount applicable to such claim as set forth in Section 7.3(b)(i).

Indemnification Provisions for Buyer’s Benefit. (a) SellersProvided that the Buyer makes a written claim for indemnification, describing with commercially reasonable specificity the facts and circumstances with respect to the subject matter of such claim within the applicable survival period set forth in Section 7.2, subject to the limitations set forth in this Article VII, the Seller and the Shareholder, jointly and severally, on their own behalf and on behalf of his successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 7.3, the “Seller Indemnifying Parties” and each, individually, a “Seller Indemnifying Party”) shall indemnify Buyer and hold harmless Buyer’s directors, Company, their Affiliates and their respective directorsmanagers, officers, employees, Affiliates, equity holders, agents, representatives, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against the entirety of any Damages Losses incurred by any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, Indemnified Parties arising out of, relating to, in the nature or by reason of, in connection with or caused by: : (ia) any actual or alleged inaccuracy in or breach of any representation or warranty of Sellers or by the Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess Seller of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate Fundamental Representations and/or Section 3.10 (the “Indemnification Cap”Tax Matters); provided, however, that notwithstanding the Seller Indemnifying Parties shall, jointly and severally, indemnify the Buyer Indemnified Parties from and against any Losses incurred by any of the Buyer Indemnified Parties arising out of or by reason of an inaccuracy in or breach by the Company or the Seller of Section 3.3, Section 4.1, or Section 4.2 without regard to any disclosure on the Schedules to this Agreement and without regard to disclosure number four on Schedule 3.9 to this Agreement; (b) any inaccuracy in or breach by the Seller or the Shareholder of any covenant made by the Seller or the Shareholder under this Agreement; (c) any (i) Taxes of the Company or predecessors with respect to any Pre-Closing Tax Period; (ii) Taxes for which the Company (or any predecessor) is held liable under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the day prior to the Closing Date; provided, however, that the Seller Indemnifying Parties shall have no liability under this Section 7.3(c) for any Taxes to the extent they were paid to the appropriate Tax Authority or to the Buyer pursuant to Section 6.4(a) or treated as Final Indebtedness or reserved in the Working Capital; (d) Any inaccuracy in or breach of any of the representations or warranties of the Company, the Seller, or the Shareholder (other than Fundamental Representations or Section 3.10 (Tax Matters)) contained in this Agreement or in any certificate, Transaction Document, instrument delivered by or on behalf of the Company, the Seller, or the Shareholder pursuant to this Agreement; and (e) Any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company, the Seller, or the Shareholder pursuant to this Agreement or any Transaction Document. Notwithstanding the foregoing, for purposes of this Agreement, (i) other than in respect of Losses pursuant to Sections 7.3(a) through 7.3(c), no indemnification shall be due or payable by the Seller Indemnifying Parties and no claim will be made against them with respect to Losses, until such Losses (that are otherwise recoverable hereunder) exceed in the aggregate, 0.5% of the Purchase Price (the “Basket”), in which case, the Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar, subject to the limitations hereof. The aggregate amount of all Losses for which the Seller Indemnifying Parties shall be liable pursuant to Section 7.3(a) and Section 7.3(c) shall not exceed 50% of the Purchase Price. The aggregate amount of all Losses for which the Seller Indemnifying Parties shall be liable pursuant to Section 7.3(b), Section 7.3(d), and Section 7.3(e) shall not exceed 8% of the Purchase Price. Notwithstanding the forgoing, no Seller Indemnifying Party shall be liable to the Buyer Indemnified Party for any Losses arising under this Section 7.3 with respect to a claim, or series of related claims, if such claim, or series of related claims, arising out of the same or similar set of facts or circumstances results in a Loss in the amount of $10,000 or less (a “De Minimis Claim”), regardless of whether or not aggregate Losses have exceeded the Basket; nor shall the amount of any De Minimis Claim be taken into account in determining whether the Basket has been reached, provided that this sentence and the De Minimis Claim threshold shall not apply to any breach or inaccuracy of a Fundamental Representation or Section 3.10 (Tax Matters). Notwithstanding anything provided in this Agreement to the contrary, no indemnification shall be payable by any Seller Indemnifying Party pursuant to this Section 7.3 with respect to any claim asserted by the Indemnification Cap and Buyer Indemnified Party after the Indemnification Basket shall not apply to indemnification claims arising from breaches of any expiration of the representations and warranties contained survival period, if any, prescribed for such representation, warranty or covenant in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price7.2.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersExcept as provided in clause (ii) of this §8(b), jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, in the “Buyer Indemnitees”) from and against the entirety event of any Damages inaccuracy in or breach of any of the Buyer Indemnitees may sufferrepresentations or warranties of Seller contained in this Agreement, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that and if Buyer makes a written claim for indemnification against Seller within the applicable survival periodperiod pursuant to §8(a) above, if anythen Seller shall indemnify, defend and hold harmless Buyer and its Affiliates (including Target and its Subsidiaries) resulting fromfrom and against any Adverse Consequences Buyer and its Affiliates (including Target and its Subsidiaries) shall suffer based upon, arising out of, relating to, with respect to or by reason of such inaccuracy or breach subject to the following limitations: (A) except in the nature ofcase of Seller’s fraud, Seller shall not have any obligation to indemnify Buyer or its Affiliates from and against any Adverse Consequences caused by the inaccuracy in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained Seller until Buyer and its Affiliates have suffered Adverse Consequences by reason of all such inaccuracies and breaches in this Agreementexcess of $1,750,000, after which point Seller will be obligated only to indemnify Buyer and its Affiliates from and against Adverse Consequences in excess of such amount; and (B) except in the case of Seller’s fraud, under no circumstances shall Seller’s total indemnification obligation in respect of all such inaccuracies and breaches in the aggregate exceed an amount equal to twelve and one-half percent (12.5%) of the Purchase Price. In the case of Seller’s fraud, under no circumstances shall Seller’s total indemnification obligation in respect of all such inaccuracies and breaches in the aggregate exceed an amount equal to the Purchase Price. (ii) In the event of any inaccuracy in or breach of any covenant of Seller’s representations and warranties set forth in §4(j), 4(p) or agreement of Sellers contained in this Agreement; (iii) any breach Seller Fundamental Representations, and if Buyer makes a written claim for indemnification against Seller, then Seller shall indemnify, defend and hold harmless Buyer and its Affiliates from and against the entirety of any covenant or agreement of Company contained in this Agreement to be performed prior Adverse Consequences Buyer and its Affiliates shall suffer based upon, arising out of, with respect to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount reason of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)inaccuracy or breach; provided, however, that notwithstanding anything except in this Agreement to the contrarycase of Seller’s fraud, the Indemnification Cap under no circumstances shall Seller’s total indemnification obligation in respect of such inaccuracy or breach and the Indemnification Basket shall not apply to indemnification claims arising from all other inaccuracies and breaches of any of the Seller’s representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event aggregate exceed an amount equal to the Purchase Price. (iii) For purposes of this §8(b), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect, Material Adverse Change or other similar qualification contained in or otherwise applicable to any representation or warranty. (iv) Seller shall indemnify, defend and hold harmless Buyer and its Affiliates (including Target and its Subsidiaries) from and against any Adverse Consequences Buyer and its Affiliates (including Target and its Subsidiaries) shall suffer based upon, arising out of, with respect to or by reason of: (A) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement (provided, however, Seller’s total indemnification obligation in respect of all such breaches or non-fulfillments in the aggregate shall not exceed an amount equal to the Purchase Price); (B) any Tax owed by Target or any of its Subsidiaries for any period prior to the Closing Date as contemplated by §10(c) below; (C) any liability or obligation owed to any employee or former employee of Seller, Target or any of their Subsidiaries or Affiliates with respect to any period prior to the Closing Date, including any liability or obligation under any Benefit Plan; (D) any liability, obligation or Tax imposed on or assessed against Target or any of its Subsidiaries under the Code or ERISA (regardless of the time period to which such liability, obligation or Tax relates) as a result of Target’s or any such Subsidiaries status as a member of Seller’s controlled group of corporations (as defined in Sections 414(b) of the Code and 4001(a)(14)(A) of ERISA) prior to the Closing; (E) any Litigation Proceeding; (F) the Sale and Purchase Agreement dated as of June 11, 2014 between AmFed Holding Company, LLC and Target and the transactions contemplated thereby; (G) the removal or diversion of any assets from any trust, custodial, segregated or other account in which Freestone or any liquidator, receiver or other successor to Freestone has a residual interest; and (H) any additional matter set forth on Annex VI hereto.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersEach Seller shall, jointly and severally, shall indemnify indemnify, defend and hold harmless Buyer, Company, their Affiliates the Company and their respective directors, officers, employees, agentsstockholders, Affiliates, successors and assigns (collectively, collectively the “"Buyer Indemnitees”Indemnified Parties") from and against against: (A) any and all Damages resulting from, arising out of or caused by the entirety failure of any Damages any representation or warranty contained herein or in the Closing Certificate referred to in Section 7(a)(v) or the Disclosure Schedule (other than the representations and warranties contained in Section 3(a)), to be true and correct in all respects as of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, date made; provided that Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10(h) below within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”8(a); provided, howeverprovided further, that notwithstanding anything (x) that all references to materiality, Material Adverse Effect and Material Adverse Change in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 4 hereof shall be omitted and disregarded from this Agreement for the purpose of determining the amount of Damages hereunder; (Tax Mattersy) Sellers shall not have any obligation to indemnify any Buyer Indemnified Party from and against any Damages resulting from or caused by the failure of any representation or warranty contained in Section 4 to be true and correct in all respects as of the date made (other than the representations and warranties contained in Sections 4(b), any indemnification claim under (d), (f), (k) and (x) and subsection (i)(A) of Section 8.2(a)(iv4(l) or any matter constituting fraudabove) until the Buyer Indemnified Parties have suffered Damages by reason of such breach in excess of an amount equal to Five Hundred Thousand Dollars ($500,000) (the "Basket Amount") (after which, intentional misrepresentation or other intentional torts or any breach Sellers will only be obligated to indemnify the Buyer Indemnified Parties from and against all such Damages to the extent such Damages exceed, in the aggregate, the Basket Amount) and (z) the aggregate amount of all Damages for which Sellers shall be obligated to indemnify the Buyer Indemnified Parties with respect the failure of the Fundamental Representations representations and Warrantieswarranties of Sellers contained in Section 4 to be true and correct in all respects as of the date made (other than the representations and warranties contained in Sections 4(b), (d), (f), (k) and (x) and subsection (i) (A) of Section 4(l) above) shall be limited to Ten Million Dollars ($10,000,000) and, with respect to the Key Representations representations and Warranties or any Liability for unpaid Taxes; providedwarranties contained in Section 4(x), shall be limited to fifty percent (50%) of the Purchase Price and, further, that notwithstanding with respect to the preceding provisorepresentations and warranties contained in Sections 4(b), the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv(d), (f) and breaches (k) shall be limited to one hundred percent (100%) of any of the Key Representations and Warranties shall in no event exceed the Purchase Price. (B) any and all Damages resulting from, arising out of or caused by the breach of any covenant or other agreement contained in this Agreement (other than the covenants contained in Sections 2(a) and Section 6 above); (C) any and all Transaction Expenses (except to the extent that such are deducted from the Purchase Price in accordance with Section 2(b) or have been paid prior to the Closing); and (D) any and all Taxes of the Company and its Subsidiaries with respect to any Tax period ending on or prior to the Closing Date and the pre-Closing portion of any Tax period beginning before and ending after the Closing Date (determined as provided in Section 10(p)(viii)), and any and all Damages with respect thereof; provided, however, that in the case of Taxes which would have constituted Accrued Other Taxes had such Taxes been finally determined to be due and payable as of the day before the Closing Date, such indemnity shall not exceed the excess, if any, of (x) fifty percent (50%) of such Taxes over (y) the Accrued Other Taxes Adjustment, and any and all Damages with respect thereof. (ii) Each Seller shall severally (and not jointly and severally) indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Damages resulting from, arising out of or caused by (A) the breach of such Seller's individual covenants contained in Section 2(a) or Section 6 above or (B) the failure of such Seller's representations and warranties contained in Section 3(a) above to be true and correct in all respects as of the date made; provided that Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within the applicable survival period, if any, set forth in Section 8(a). (iii) Any Damages payable hereunder shall be (A) reduced for Income Tax benefits actually recognized by the Buyer Indemnified Parties as a result of the event giving rise to payments hereunder for such Damages and increased for any Taxes actually incurred by the Buyer Indemnified Parties as a result of the receipt of payments hereunder for such Damages, and (B) calculated net of any insurance proceeds actually received by Buyer or the Company in respect thereof. (iv) Sellers shall have no recourse against the Company or its directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any indemnification claims asserted by the Buyer Indemnified Parties.

Indemnification Provisions for Buyer’s Benefit. (a) SellersSellers (jointly to the extent of the Indemnity Escrow Amount, jointly and severally, severally for any amounts in excess thereof) shall indemnify and hold harmless Buyer, the Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any and all Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers the Company or of Sellers, including representations and warranties as to the Company contained in this Agreement, read (except the representation and warranty set forth in Section 4.9(c)) without regard to any qualifications as to “material,” “Material Adverse Effect” or other materiality qualifier in such representations and warranties; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; or (iii) any breach of any covenant or agreement of the Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds an amount equal to $500,000 in 1,250,000 (the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. With respect to any claim as to which Buyer may be entitled to indemnification under Section 8.2(a)(i), Sellers shall not be liable for any individual or series of related Damages which do not exceed $25,000 (which Damages shall not be counted toward the Indemnification Basket); provided, however, that neither the Indemnification Basket set forth in the immediately preceding sentence nor the $25,000 threshold set forth in this sentence shall apply to indemnification claims arising from breaches of any representations and warranties contained in Section 4.15. The indemnification obligations of Sellers under Sections Section 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 15,000,000, in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxesmatter constituting fraud or intentional misrepresentation; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Fundamental Representations and Warranties shall in no event exceed the Purchase Price. (c) If Buyer makes any claim for indemnification under this Section 8 or Section 9 hereof, Buyer will permit, and will cause the Company to permit, the Shareholder Representative and the Shareholder Representative’s agents (including legal counsel and accountants) to have reasonable access during normal business hours, and in a manner so as not to unreasonably interfere with the normal business operations of the Company, to all premises, properties, personnel, books, records (including Tax records), work papers, Contracts and documents of the Company for the purpose of enabling the Shareholder Representative to investigate, evaluate, respond to and defend any such claim for indemnification and any matter or inquiry raised by such claim. The Shareholder Representative shall be obligated to Buyer and the Company to treat all information obtained pursuant to the foregoing as confidential and hereby agrees not to disclose any of such information to anyone except as necessary to investigate, evaluate, respond to and defend any such claim for indemnification and any matter or inquiry raised by such claim; provided, however, that the Shareholder Representative may disclose information as required by Law or to the Shareholder Representative’s agents (including legal counsel and accountants) and to Sellers, in each case to the extent such Persons have a need to know such information in the reasonable determination of the Shareholder Representative, provided that such Persons either (i) agree to observe the terms of this sentence or (ii) are bound by obligations of confidentiality to the Shareholder Representative of at least as high a standard as those imposed on the Shareholder Representative by this sentence and on the Company pursuant to Section 6.5.

Indemnification Provisions for Buyer’s Benefit. In the event (ai) SellersSeller breaches any of its representations or warranties contained in this Agreement or (ii) Seller breaches any of its covenants or obligations under this Agreement (including, jointly but not limited to, its obligations with respect to the Retained Liabilities in Section 14.2) and severallyin each case provided that Buyer makes a written claim for indemnification against and to Seller pursuant to Section 16.2 within any applicable survival period pursuant to Section 14.5 A, then in each case Seller shall indemnify be obligated to indemnify, defend and hold harmless BuyerBuyer and its affiliates, Companymanagers, their Affiliates and their respective directors, officers, employeesstockholders, agents, successors members and assigns employees (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages and all Losses (as defined below) any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (ia) Seller shall not have any actual obligation to indemnify the Buyer Indemnitees from and against any Losses resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement until the Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of a $400,000.00 aggregate deductible (after which point Seller will be obligated only to be performed prior to or at indemnify the Closing; or (iv) any claim (without regard to any survival period contained hereinBuyer Indemnitees from and against further such Losses), irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not there will be liable for any Damages under Section 8.2(a)(i) hereof until a $7,500,000.00 aggregate ceiling on the aggregate dollar amount obligation of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which Seller to indemnify the Buyer Indemnitees shall be entitled to recover Damages only from and against Losses resulting from, arising out of, relating to, in excess the nature of, or caused by breaches by Seller of the Indemnification Basketthis Agreement. The indemnification obligations term “Losses” shall mean any actual losses, reasonable costs, reasonable expenses (including court costs, reasonable fees and expenses of Sellers under Sections 8.2(a)(iattorneys, technical experts and expert witnesses and the cost of investigation), 8.2(a)(iiliabilities, damages, demands, suits, claims, and sanctions of every kind and character (including civil fines) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); providedarising from, howeverrelated to or reasonably incident to matters indemnified against, that notwithstanding anything in this Agreement to the contrarybut excluding any lost or prospective profits, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters)special, any indemnification claim under Section 8.2(a)(iv) consequential, punitive, exemplary or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceindirect damages.

Indemnification Provisions for Buyer’s Benefit. (a) SellersIn the event Sellers breach (or in the event any third party alleges facts that, if true, would mean Sellers have breached) any of their representations, warranties, and covenants contained herein, determined without regard to any limitation or qualification by Knowledge or materiality or reference to Material Adverse Effect or Material Adverse Change, or commit an act of fraud, and, provided that Xxxxx makes a written claim for indemnification against Sellers pursuant to Section 9.8 below within the survival period (if there is an applicable survival period pursuant to Section 6.1 above), then each Seller shall be obligated jointly and severally, shall severally to indemnify and hold harmless Buyer, Companyand its officers, their Affiliates and their respective directors, officersshareholders, employees, representatives, agents, attorneys, Affiliates, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Buyers”) from and against the entirety of any Damages any of the Buyer Indemnitees Adverse Consequences Indemnified Buyers may suffer, sustain or become subject to suffer (including any Damages a Buyer Indemnitee Adverse Consequences Indemnified Buyers may suffer, sustain or become subject to suffer after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) or the breach alleged by a third party); provided, however, that, except in the case of fraud, Sellers shall not have any actual obligation to indemnify Indemnified Buyers from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy caused by the breach (or breach alleged by a third party) of any of the Limited Survival Representations until Indemnified Buyers have suffered Adverse Consequences by reason of all such breaches (or breach alleged by a third party) in excess of a $350,000 aggregate threshold (at which point Sellers will be obligated to indemnify Indemnified Buyers from and against all such Adverse Consequences in excess of $175,000, (except for Section 4.3, breaches for which it shall be the obligations of Sellers from dollar one); provided, further that the maximum amount Indemnified Buyers may recover from Sellers under this Section 6.2 concerning a Limited Survival Representation shall be $2,500,000 (the “Indemnity Cap”). For the avoidance of doubt, no such limitation shall apply to any breach of a covenant, representation or warranty of Sellers or Company contained any Seller that is not a Limited Survival Representation, nor shall such limit apply to the case of fraud (each, an “Uncapped Claim”). Sellers shall not have any obligation to indemnify Indemnified Buyers to the extent the item giving rise to the Adverse Consequences has been accounted for in this Agreementthe calculation of Closing Working Capital. All such calculations of damages shall take into account any insurance proceeds received by the Buyer in connection with the matter out of which such damages shall arise. The Buyer agrees to use commercially reasonable efforts to obtain such insurance proceeds, but in no event shall Buyer be obligated to obtain any insurance policy to insure against any such Loss. If an indemnification payment is received by the Buyer, and the Buyer later receives insurance proceeds in respect of the related damages, the Buyer shall promptly pay to the Sellers such amount. No Seller shall have any obligation to indemnify any Indemnified Buyer from and against consequential damages, special damages or punitive damages of Buyer; (ii) any breach of any covenant provided that no such limitation shall apply in the event such damages are ordered by an arbitrator or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement court to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective paid by Xxxxx in respect of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)an indemnification matter. (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding Notwithstanding anything contained in this Agreement to the contrary, Buyer shall have the Indemnification Cap and right, but not the Indemnification Basket obligation, to offset against amounts due from the Sellers under Section 6.2(a) amounts due from the Buyer to the Sellers under Section 2.6; provided that any amounts so offset shall not apply to indemnification claims arising from breaches of any reduce the amount remaining of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceIndemnity Cap dollar-for-dollar.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Parent breaches any of its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffercovenants in Section 2(a) above or the representations and warranties in Section 3(a) above), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification against Parent pursuant to Section 10(i) below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8(a) above), if any) resulting fromthen Parent shall defend and indemnify Buyer from and against the Adverse Consequences Buyer shall suffer caused proximately by the breach; provided, arising out ofhowever, relating to, in that Parent shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty or covenant of Sellers or Company Parent contained in this Agreement; Section 4 above (iiA) any breach until Buyer has suffered Adverse Consequences by reason of any covenant or agreement all such breaches in excess of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds a $500,000 25,000 in the aggregate (“Indemnification Basket”), at which point Parent shall have liability with respect to the first dollar of such Adverse Consequences) and thereafter (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches up to $1,000,000.00 (after which point Parent will have no obligation to indemnify Buyer from and against further such Adverse Consequences). Without limiting the Buyer Indemnitees shall be entitled to recover Damages only in excess generality of the Indemnification Basket. The foregoing, Parent indemnification obligations of Sellers under Sections 8.2(a)(i)obligation shall include any Taxes, 8.2(a)(ii) Interest, and 8.2(a)(iii) Penalties that were due prior to the Effective Date of this Agreement shall in no that are identified as a result of Tax authority assessments. Page 21 Exhibit 11.1 (ii) In the event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from Parent breaches of any of the its covenants in Section 2(a) above or any of its representations and warranties contained in Section 4.12 3(a) above or any claim that may be asserted by (Tax Matters1) Xxxx with respect to matters occurring on or before August 1, 2009 under that certain consulting agreement entered into by and between Xxxx and Lawriter (as assumed by Parent), any indemnification claim excluding the payment obligations assumed by Buyer under Section 8.2(a)(iv2(b)(iv) above, (2) OSBA with respect to matters occurring on or before August 1, 2009 under that certain consulting agreement entered into by and between OSBA and Lawriter (as assumed by Parent), excluding the payment obligations assumed by Buyer under Section 2(b)(iii) above, or (3) all or any matter constituting fraudone of Sellers for claims that may arise under the 2008 Purchase Agreement, intentional misrepresentation or other intentional torts except for those payment obligations assumed by Buyer under Section 2(b)(ii) above, or any breach documents ancillary to the 2008 Purchase Agreement and provided that Buyer makes a written claim for indemnification against such Parent pursuant to Section 10(i) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then such Parent shall defend and indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer through and after the date of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement claim for indemnification claims caused proximately by such Parent's breach, any such claim asserted under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed referenced consulting agreements or the 2008 Purchase Price.Agreement, as the case may be. (c)

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event a Seller breaches (or in the event any third party alleges facts that, jointly if true, would mean a Seller has breached) any of its representations, warranties, and severallycovenants contained in this Agreement (determined without regard to any limitations or qualifications by materiality), shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages or if any of the Buyer Indemnitees may sufferstatements in §3 are untrue (or in the event any third party alleges facts that, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferif true, sustain or become subject to after the end of any applicable survival periodwould mean that such statements are untrue), and provided that Buyer makes a written claim for indemnification within against Sellers pursuant to §7(f), then each Seller shall be obligated jointly and severally to indemnify Buyer and its officers, directors, managers, partners, stockholders, employees, agents, representatives, Affiliates, successors and assigns (each a “Buyer Indemnitee”), from and against the entirety of any Adverse Consequences such Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (ior the alleged breach) any actual or the untruth (or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; untruth). (ii) any breach Each Seller shall be obligated jointly and severally to indemnify each Buyer Indemnitee from and against the entirety of any covenant Adverse Consequences such Buyer Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or agreement of Sellers contained in this Agreement; caused by (iiiA) any breach Excluded Liability that becomes a Liability of such Buyer Indemnitee (including under any bulk transfer law of any covenant jurisdiction, under any common law doctrine of de facto merger or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained hereinsuccessor liability, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any under Environmental, Health Health, and Safety Requirements, at any real property owned, operated or leased otherwise by Company, its Affiliates operation of law) or any (B) the operation of their respective predecessors in interest, Target’s business or the use of the Acquired Assets prior to or on the Closing Date (other than at an Assumed Liability, including, without limitation, Adverse Consequences resulting from the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the termination by Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of employee hired by Buyer after the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceClosing.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event any Seller breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean any Seller has breached) from and against the entirety of any Damages any of his, her, or its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after covenants in Section 2(a) above and the end of any applicable survival periodrepresentations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) or the alleged breach); provided, however, that Sellers shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged inaccuracy or breach breach) of any representation or warranty of Sellers or Company contained in this Agreement; Sections 4(g)-(i) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 aggregate threshold, at which point Sellers will be obligated to indemnify Buyer from and against only such Adverse Consequences above such $30,000 aggregate threshold. (ii) In the event any breach of Seller breaches (or in the event any covenant or agreement of Sellers contained in this Agreement; (iiithird party alleges facts that, if true, would mean any Seller breached) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained hereinhis, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substanceher, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates covenants in Section 2(a) above or any of their respective predecessors his, her, or its representations and warranties in interestSection 3(a) above, other than at and provided that Buyer makes a written claim for indemnification against such a Seller pursuant to Section 11(h) below within the real property listed on Schedule 8.2(a)(ivsurvival period (if there is an applicable survival period pursuant to Section 8(a) above), then such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (biii) Sellers Each Seller shall not be liable for obligated jointly and severally to indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the aggregate nature of, or caused by any occurrence or circumstance related to Target or its business that first arose, in whole or in part, on or before the Closing Date. (“Indemnification Basket”)iv) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(iiIN NO EVENT SHALL THE AGGREGATE LIABILITY OF SELLERS TO BUYER UNDER THIS SECTION 8(B) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceEXCEED THE PURCHASE PRICE.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersEach Seller shall, jointly and severally, shall indemnify indemnify, defend and hold harmless Buyer, Company, their Affiliates the Company and their respective directors, officers, employees, agentsstockholders, Affiliates, successors and assigns (collectively, collectively the “Buyer Indemnitees”"BUYER INDEMNIFIED PARTIES") from and against against: (A) any and all Damages resulting from, arising out of or caused by the entirety failure of any Damages any representation or warranty contained herein or in the Closing Certificate referred to in SECTION 7(A)(V) or the Disclosure Schedule (other than the representations and warranties contained in SECTION 3(A)), to be true and correct in all respects as of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, date made; provided that Buyer makes a written claim for indemnification against the Sellers pursuant to SECTION 10(H) below within the applicable survival period, if any, set forth in SECTION 8(A); provided further, that (x) that all references to materiality, Material Adverse Effect and Material Adverse Change in the representations and warranties contained in SECTION 4 hereof shall be omitted and disregarded from this Agreement for the purpose of determining the amount of Damages hereunder; (y) Sellers shall not have any obligation to indemnify any Buyer Indemnified Party from and against any Damages resulting from or caused by the failure of any representation or warranty contained in SECTION 4 to be true and correct in all respects as of the date made (other than the representations and warranties contained in SECTIONS 4(B), (D), (F), (K) and (X) and subsection (i)(A) of SECTION 4(L) above) until the Buyer Indemnified Parties have suffered Damages by reason of such breach in excess of an amount equal to Five Hundred Thousand Dollars ($500,000) (the "BASKET AMOUNT") (after which, Sellers will only be obligated to indemnify the Buyer Indemnified Parties from and against all such Damages to the extent such Damages exceed, in the aggregate, the Basket Amount) and (z) the aggregate amount of all Damages for which Sellers shall be obligated to indemnify the Buyer Indemnified Parties with respect the failure of the representations and warranties of Sellers contained in Section 4 to be true and correct in all respects as of the date made (other than the representations and warranties contained in SECTIONS 4(B), (D), (F), (K) and (X) and subsection (i) (A) of SECTION 4(L) above) shall be limited to Ten Million Dollars ($10,000,000) and, with respect to the representations and warranties contained in SECTION 4(X), shall be limited to fifty percent (50%) of the Purchase Price and, further, with respect to the representations and warranties contained in SECTIONS 4(B), (D), (F) and (K) shall be limited to one hundred percent (100%) of the Purchase Price. (B) any and all Damages resulting from, arising out of, relating to, in the nature of, in connection with of or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any by the breach of any covenant or other agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement (other than the covenants contained in SECTIONS 2(A) and SECTION 6 above); (C) any and all Transaction Expenses (except to be performed the extent that such are deducted from the Purchase Price in accordance with SECTION 2(B) or have been paid prior to or at the Closing); or and (ivD) any claim (without regard and all Taxes of the Company and its Subsidiaries with respect to any survival Tax period contained herein, irrespective of whether ending on or prior to the Sellers have breached any representation or warranty hereunder Closing Date and regardless the pre-Closing portion of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from Tax period beginning before and ending after the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors Closing Date (determined as provided in interest, other than at the real property listed on Schedule 8.2(a)(ivSection 10(p)(viii). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover and any and all Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)with respect thereof; provided, however, that notwithstanding anything in this Agreement the case of Taxes which would have constituted Accrued Other Taxes had such Taxes been finally determined to be due and payable as of the contraryday before the Closing Date, the Indemnification Cap and the Indemnification Basket such indemnity shall not apply to indemnification claims exceed the excess, if any, of (x) fifty percent (50%) of such Taxes over (y) the Accrued Other Taxes Adjustment, and any and all Damages with respect thereof. (ii) Each Seller shall severally (and not jointly and severally) indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Damages resulting from, arising from breaches out of any or caused by (A) the breach of such Seller's individual covenants contained in SECTION 2(A) or SECTION 6 above or (B) the failure of such Seller's representations and warranties contained in Section 4.12 SECTION 3(A) above to be true and correct in all respects as of the date made; provided that Buyer makes a written claim for indemnification against such Seller pursuant to SECTION 10(H) below within the applicable survival period, if any, set forth in SECTION 8(A). (iii) Any Damages payable hereunder shall be (A) reduced for Income Tax Matters)benefits actually recognized by the Buyer Indemnified Parties as a result of the event giving rise to payments hereunder for such Damages and increased for any Taxes actually incurred by the Buyer Indemnified Parties as a result of the receipt of payments hereunder for such Damages, and (B) calculated net of any insurance proceeds actually received by Buyer or the Company in respect thereof. (iv) Sellers shall have no recourse against the Company or its directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of claims asserted by the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceBuyer Indemnified Parties.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event any Seller Party breaches any of its representations, warranties, and covenants contained herein (determined without regard to any limitation or qualification by materiality except in the case of any qualification for material, Material Adverse Effect or Material Adverse Change contained in §§4(g) (Financial Statements), 4(h) (Events Subsequent to Most Recent Fiscal Year End), and 4(s) (Litigation)), then each Seller Party shall, jointly and severally, shall indemnify and hold harmless Buyer, Companyits officers, their Affiliates and their respective directors, officers, employees, agentsagents and Affiliates and the officers, successors directors, employees and assigns agents of its Affiliates (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages and all Adverse Consequences any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)breach; provided, however, that notwithstanding anything any qualification for material, Material Adverse Effect or Material Adverse Change contained in §§4(g) (Financial Statements), 4(h) (Events Subsequent to Most Recent Fiscal Year End), and 4(s) (Litigation) shall be disregarded solely for the purposes of determining any amounts payable under this Agreement to §8(b)(i) and not for the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches purposes of determining whether a breach of any of such representation, warranty or covenant has occurred. (ii) Each Seller Party shall, jointly and severally, indemnify each Buyer Indemnitee from and against any and all Adverse Consequences any Buyer Indemnitee may suffer resulting from, arising out of, relating to, or caused by (A) the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, Subsidiary of Target in the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(ivlisted on §4(bb) and breaches of any of the Key Representations Disclosure Schedule not being true and Warranties shall correct or the facts upon which the assumptions of the Credit Enhancer in no event exceed the Purchase PriceAgreement listed on §4(bb) of the Disclosure Schedule not being true and correct as of December 1, 2001, which Adverse Consequences result from or arise out of matters identified by Buyer within sixty (60) days after the Closing Date, or (B) the items set forth on §4(s) of the Disclosure Schedule.

Indemnification Provisions for Buyer’s Benefit. (a) SellersSeller will defend, jointly and severallyindemnify, shall indemnify and hold harmless Buyer, Company, their Buyer and its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) harmless from and against the entirety of pay any Damages any of the Buyer Indemnitees may sufferand all Damages, sustain directly or become subject to (including any Damages a Buyer Indemnitee may sufferindirectly, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, relating to, arising out of, relating to, in or attributable to any one of the nature of, in connection with or caused by: following: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained Seller has made in this Agreement; the Transaction Documents; (ii) any breach by Seller of any covenant or agreement obligation of Sellers contained Seller in this Agreement; the Transaction Documents; (iii) any breach except as otherwise provided in, and subject to the terms of, the Shell Contracts, the operation and ownership of any covenant the Purchased Assets at or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or Effective Time; (iv) any claim Liabilities (without regard including third party claims) of Seller; provided, such Liabilities shall not include Liabilities of Buyer pursuant to any survival period contained hereinthe terms of the Shell Contracts, irrespective of whether the Sellers have breached any representation Transition Services Agreement or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)this Agreement. (b) Sellers Seller will have no liability to and no obligation to indemnify the Buyer Indemnified Parties pursuant to this Section 10.2 until the aggregate amount of all Damages suffered by the Buyer Indemnified Parties exceeds $125,000, in which case Seller shall be liable to the Buyer Indemnified Parties for all Damages in excess of, but not including, such amount; provided, further that the foregoing limitation shall not be liable for applicable to any Damages under indemnification obligations pursuant to Section 8.2(a)(i10.2(a)(i) hereof until to the extent such obligations relate to or result from breach of the representations and warranties set forth in Section 4.5(a) (Purchased Assets). (c) Seller’s obligation to indemnify the Buyer Indemnified Parties shall not exceed an aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds equal to $500,000 in 10,000,000 (the aggregate (“Indemnification BasketCap”), after except in the case of indemnification obligations pursuant to Section 10.2(a)(i) to the extent such obligations relate to or result from breach of the representations and warranties set forth in Section 4.5(a) (Purchased Assets), in which event the Buyer Indemnitees Indemnified Parties shall be entitled to recover the full amount of their Damages only in excess of up to an aggregate sum equal to the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Purchase Price; provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches event of any a breach of the representations and warranties contained set forth in Section 4.12 (Tax Matters)4.5(a) with respect to any Purchased Asset, any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach Buyer shall not be entitled to recover amounts in excess of the Fundamental Representations and Warrantiesvalue set forth on Schedule 2.3 for the Purchased Asset(s) in question, or, in the absence of such scheduled value, the Key Representations and Warranties or any Liability for unpaid Taxes; providedFair Market Value of such Purchased Asset. (d) Seller shall have no liability with respect to Section 10.2 unless the Buyer Indemnified Parties shall have, further, that notwithstanding before the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any expiration of the Key Representations and Warranties shall applicable representation or warranty pursuant to Section 10.1 of this Agreement, previously made a claim by delivering a notice of such claim to Seller, setting out in no event exceed reasonable detail the Purchase Pricebasis of the claim.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Seller pursuant to Sections 8(d) and 10(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Seller agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (iA) Seller shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company Seller contained in this Agreement; (iiSection 3(c) any breach or Sections 3(f)-(u) above unless and until Buyer has suffered Adverse Consequences by reason of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of all such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only breaches in excess of the Indemnification Basket. The indemnification obligations of Sellers under a $300,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) and (B) (other than with respect to Seller’s representations and warranties contained in Sections 8.2(a)(i3(a), 8.2(a)(ii(b), (d), (e), (n) and 8.2(a)(iii(p) as to which the aggregate ceiling will be an amount equal to the Purchase Price), there will be a $6,000,000 aggregate ceiling on the obligation of this Agreement shall in no event exceed $9,750,000 Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the aggregate (the “Indemnification Cap”); providednature of, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from or caused by breaches of any of the representations and warranties contained in Section 4.12 of Seller. (Tax Matters), any indemnification claim under Section 8.2(a)(ivii) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of Seller agrees to indemnify Buyer from and against the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Key Representations and Warranties shall in no event exceed the Purchase PriceSeller that is not an Assumed Liability, indefinitely.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Sellers breach any of the Buyer Indemnitees may sufferSellers’ representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained herein, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Sellers shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer or Target may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach. If Sellers fail to indemnify Buyer after Buyer delivers written notice as provided above, then Buyer shall have the right to bring an action for indemnification for such claim including after the end of the applicable survival period. Provided, however: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable have any obligation to indemnify Buyer for a breach of any Damages under Section 8.2(a)(iof the Non-Fundamental Representations and Warranties of Sellers until Buyer (or Target) hereof until the aggregate dollar amount has suffered Adverse Consequences by reason of all such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 breaches (of those Non-Fundamental Representations and Warranties), in the aggregate aggregate, in excess of Forty Thousand Dollars ($40,000) (“Indemnification Basket”), ) after which the point Sellers will be obligated to indemnify Buyer Indemnitees shall be entitled to recover Damages only from and against all such Adverse Consequences as provided herein in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and their totality including the Indemnification Basket shall not apply amount (i.e.; as incurred, from and including the “first dollar” of such Adverse Consequences); (ii) (A) there will be an aggregate ceiling (“Indemnification Ceiling”) on the obligation of Sellers to indemnification claims indemnify Buyer from and against Adverse Consequences resulting from, arising from out of, relating to, in the nature of, or caused by breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Non-Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxesof Sellers; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.such Indemnification Ceiling being an amount equal to Six Million Six Hundred Fifty Thousand Dollars ($6,650,000); and

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of event any Damages Seller breaches any of his, her, or its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffercovenants in Sec.2(a) above), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Sec.11(h) below within the survival period (if there is an applicable survival period pursuant to Sec.8(a) above) then such Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach; provided, however, that (iA) Sellers shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach Sec.4 above until Buyer has suffered Adverse Consequences by reason of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of all such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only breaches in excess of the Indemnification Basket. The indemnification obligations of a $10,000.00 aggregate deductible to be applied proportionately to each Seller's liability (after which point Sellers under Sections 8.2(a)(i), 8.2(a)(iishall be obligated only to indemnify Buyer from and against further such Adverse Consequences) and 8.2(a)(iii(B) there shall be an aggregate ceiling on the obligation of this Agreement shall in no event exceed $9,750,000 such Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the aggregate (the “Indemnification Cap”); providednature of, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from or caused by breaches of any of the representations and warranties of such Seller contained in Section 4.12 this Agreement equal to the greater of (Tax Mattersi) total value of such Sellers' Target Shares at Closing based upon the net value of the assets of Target at Closing, or (ii) the value of the Exchange Shares issued to such Seller at the time of the written claim for indemnification. (ii) In the event any Seller breaches any of his, her, or its covenants in Sec.2(a) above and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Sec.11(h) below within the survival period (if there is an applicable survival period pursuant to Sec.8(a) above), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of then such Seller shall indemnify Buyer from and against the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches entirety of any Adverse Consequences Buyer shall suffer (including any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the Key Representations and Warranties shall in no event exceed nature of, or caused by the Purchase Pricebreach.

Indemnification Provisions for Buyer’s Benefit. (a) SellersIn the event any Seller breaches (or in the event any third party alleges facts that, jointly if true, would mean any Seller has breached) any of his, her, or its representations, warranties, and severallycovenants contained herein and, provided that Buyer delivers a written notice of claim for indemnification against any Seller in the manner described in Section 11.5 below within the Survival Period, then, subject to the limitations contained herein and in Section 9.8(b), each Seller who has breached a representation, warranty or covenant shall be obligated to indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Adverse Consequences Buyer Indemnitees may suffer, sustain or become subject to suffer (including any Damages a Adverse Consequences Buyer Indemnitee may suffer, sustain or become subject to suffer after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if anySurvival Period) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) any actual or the alleged inaccuracy or breach breach). The amount of any representation or warranty each such indemnifying Seller's liability shall be limited to that Seller's liability cap as described in Section 9.8(b). If, in a given situation, there is more than one indemnifying Seller, the liability of Sellers or Company contained in each such indemnifying Seller shall be pro rata, based on the number of Shares each such Seller has sold to Buyer under the terms of this Agreement; (ii) any breach . By way of any covenant or agreement example, if there are two indemnifying Sellers and one sold 80,000 shares and the other sold 20,000 shares, the first such Seller would bear 80% of Sellers contained the indemnification cost and the second such Seller would bear 20% of the indemnification cost, in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures each case limited by that Seller's overall liability limit set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivSection 9.8(b). (b) In the event the Company has breached (or in the event any third party alleges facts that, if true, would mean the Company has breached) any of its representations, warranties, and covenants contained herein and, provided that Buyer delivers a written notice of claim for indemnification against the Managing Sellers in the manner described in Section 11.5 below within the Survival Period, then, subject to the limitations contained herein and in Section 9.8(b), each Managing Seller shall not be liable for obligated to indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(iAdverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) hereof until resulting from, arising out of, relating to, in the aggregate dollar nature of, or caused by the breach (or the alleged breach). The amount of each such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees indemnifying Managing Seller's liability shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) joint and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceseveral.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event Seller breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean Seller has breached) from and against the entirety of any Damages any of his representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after covenants in Section 2(a) above and the end of any applicable survival periodrepresentations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 11(h) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) or the alleged breach); provided, however, that Seller shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged inaccuracy or breach breach) of any representation or warranty of Sellers or Company contained in Sections 4(g)-(i) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(cc) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 aggregate threshold, at which point Seller will be obligated to indemnify Buyer from and against only such Adverse Consequences above such $30,000 aggregate threshold. Notwithstanding the other provisions of this AgreementSection 8(b)(i) to the contrary, Seller will be obligated to indemnify Buyer from and against any and all Adverse Consequences resulting from, arising out of, or relating to (a) the failure of the Real Property to be in compliance with ADA standards; (iib) any breach of any covenant or agreement of Sellers contained the Urban America, Inc. warranty matter described in this AgreementDisclosure Schedule 4(i); (iiic) any breach the Global Crossing preferential payment matter described in Disclosure Schedule 4(j); and (d) the Ohio, West Virginia and Louisiana Department of any covenant or agreement of Company contained Revenue matters described in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Disclosure Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv4(j). (bii) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until In the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 event Seller breaches (or in the aggregate event any third party alleges facts that, if true, would mean Seller breached) any of his covenants in Section 2(a) above or any of his representations and warranties in Section 3(a) above, and provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 11(h) below within the survival period (“Indemnification Basket”if there is an applicable survival period pursuant to Section 8(a) above), then Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after which the Buyer Indemnitees shall be entitled to recover Damages only in excess end of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i)any applicable survival period) resulting from arising out of, 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 relating to, in the aggregate nature of, or caused by the breach (or the “Indemnification Cap”alleged breach); provided. (iii) Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, howeverarising out of, relating to, in the nature of, or caused by any occurrence or circumstance related to Target or its business that notwithstanding first arose, in whole or in part, on or before the Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event shall the aggregate liability of Seller to Buyer under this Section 8(b) exceed the Purchase PriceTHE PURCHASE PRICE.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event Seller breaches any of its representations, jointly warranties, and severallycovenants contained herein and, provided that a Buyer Indemnitee (as defined below) makes a written claim for indemnification against Seller pursuant to §11(h) below within the survival period (if there is an applicable survival period pursuant to §8(a) above), then Seller shall be obligated to indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “such Buyer Indemnitees”) Indemnitee from and against the entirety of any Damages any of Adverse Consequences the Buyer Indemnitees Indemnitee may suffer, sustain or become subject to suffer (including any Damages a Adverse Consequences Buyer Indemnitee may suffer, sustain or become subject to suffer after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) by the breach; provided, however, that Seller shall not have any actual obligation to indemnify Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty listed in §4(g)-(j), §4(l)-(q), §4(s)-(z), and §4(aa)-(gg) (other than any tax related obligations arising under §4(x) or guaranties related to Indebtedness under §4(y)) until Buyer Indemnitee has suffered Adverse Consequences by reason of Sellers all such breaches in excess of a $250,000 in the aggregate (after which point Seller will be obligated to indemnify Buyer Indemnitee from and against all such Adverse Consequences, including the first $250,000 of Adverse Consequences), and provided further that, with respect to breaches by Seller of the representations and warranties listed in §4(g)-(j), §4(l)-(q), §4(s)-(z), and §4(aa)-(gg) (other than any tax related obligations arising under §4(x) or Company contained in guaranties related to Indebtedness under §4(y)), the maximum amount of Adverse Consequences of Buyer Indemnitees for which Seller may be liable under this Agreement; §8(b)(i) shall not exceed an aggregate ceiling of $5,000,000 (after which point Seller will have no obligation to indemnify buyer from and against further such Adverse Consequences). The term Buyer Indemnitee shall include the Buyer and any of its Subsidiaries, parents, Affiliates, officers, directors or employees. (ii) Seller shall be obligated to indemnify Buyer Indemnitees from and against the entirety of any Adverse Consequences Buyer Indemnitees may suffer resulting from, arising out of or relating to (x) the DUNI Guaranty or (y) the breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors listed in interest, other than at the real property listed on Schedule 8.2(a)(iv§4(hh). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i)this §8(b)(ii) shall survive the Closing hereunder and continue in full force and effect forever, 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply be subject to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters)threshold, any indemnification claim under Section 8.2(a)(iv) deductible, or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceceiling.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of its representations, warranties, and covenants contained in this Agreement or the Buyer Indemnitees may sufferother Transaction Documents, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification pursuant to Section 10(e) below within the survival period (if there is an applicable survival period pursuant to Section 6(a) above), then Seller shall be obligated to indemnify Buyer from and against the entirety of any Losses Buyer may suffer (including any Losses Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)breach; provided, however, that notwithstanding anything in this Agreement solely with respect to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Non Fundamental Representations and Warranties: (A) Seller shall have no obligation to indemnify Buyer from and against any Losses resulting from, arising out of, relating to, in the Key nature of, or caused by the breach of any Non Fundamental Representations and Warranties or any Liability until Buyer has suffered Losses by reason of all such breaches in excess of a One Hundred Fifty Thousand Dollars ($150,000) aggregate deductible (the “Deductible”); (B) Buyer’s sole recourse for unpaid Taxes; provided, further, that notwithstanding Losses in excess of the preceding proviso, the indemnification obligations Deductible arising out of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Non Fundamental Representations and Warranties shall be satisfied: (1) First, from and to the extent of the Indemnification Escrow Fund, and (2) After the Indemnification Escrow Fund is fully extinguished, through claims against the R&W Insurance Policy. (ii) In addition to the foregoing, Seller shall be obligated to indemnify Buyer from and against the entirety of any Losses Buyer may suffer resulting from, arising out of, relating to, in no event exceed the nature of, or caused by (A) any liability of Seller that is not an Assumed Liability (including any Retained Liability); (B) any liability of Seller for Taxes or other Losses Buyer may suffer by reason of Seller’s failure to comply with Section 5(g); (C) the matter described on Section 3(h) of the Disclosure Schedule; or (D) that certain Supply Agreement, dated April 20, 2012, between Seller and BRP, as amended, with respect to events occurring on or prior to the Closing Date; provided, however, that Seller’s obligation to indemnify Buyer under clause (D) above shall survive only until the thirty-six (36)-month anniversary of the Closing Date. (iii) The maximum aggregate liability for indemnification claims payable by Seller hereunder shall be the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event a Seller breaches (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean a Seller has breached) from and against the entirety of any Damages any of its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may sufferrepresentations and warranties in Section 3(a), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification against Sellers pursuant to Section 12(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Sellers, jointly and severably, shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) or the alleged breach); provided, however, that Sellers shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged inaccuracy or breach breach) of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”4(g)-(j), after which the and Section 4(l)-(cc) above until Buyer Indemnitees shall be entitled to recover Damages only has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $100,000 aggregate threshold (at which point Sellers will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”first dollar); provided, however, further, that notwithstanding anything Sellers’ obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in this Agreement to the contrarynature of, or caused by the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches breach (or alleged breach) of any representation and warranty of Sellers contained in Section 4(g)-(j), and Section 4(l)-(cc) shall in no event exceed the amount of One Million Dollars ($1,000,000). Provided, further that the amount of Sellers’ indemnification obligation for a breach of its representations and warranties contained in Section 4.12 4(k) is governed by Section 9 below. (Tax Mattersii) In the event a Seller breaches (or in the event any third party alleges facts that, if true, would mean a Seller breached) any of its representations and warranties in Section 3(a) above, and provided that Buyer makes a written claim for indemnification against Sellers pursuant to Section 12(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraudthen Sellers, intentional misrepresentation or other intentional torts or any breach of jointly and severally, shall indemnify Buyer from and against the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from arising out of, relating to, in the Key Representations and Warranties shall in no event exceed nature of, or caused by the Purchase Pricebreach (or the alleged breach).

Indemnification Provisions for Buyer’s Benefit. (a) Provided that Buyer makes a written claim for indemnification to Sellers’ Representative pursuant to Section 11.6 within the applicable survival period set forth in Section 11.1, then, from and after the Closing: (i) each Seller and each Option Holder shall severally (in accordance with their respective Allocable Portions), but not jointly (except that each Significant Seller shall jointly and severallyseverally relative solely to each Option Holder), shall indemnify each of Buyer and hold harmless Buyerits officers, Company, their Affiliates and their respective directors, officers, employees, agents, successors employees and assigns Affiliates (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Adverse Consequences Buyer Indemnitees may suffer, sustain shall suffer resulting from or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: of (iA) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or made by the Company contained in this Agreement; , (iiB) any non-performance or breach by the Company of any covenant or agreement of Sellers contained the Company set forth in this Agreement; , (iiiC) all Taxes for all Pre-Closing Periods and the portion of any Straddle Period ending on the Closing Date, (D) any unpaid Indebtedness of the Company, excluding, for the avoidance of doubt, Indebtedness that is paid in connection with the Closing and results in a reduction of the Final Purchase Price to be received by Sellers and Option Holders pursuant to Section 2.2, and (E) any unpaid Transaction Expenses, excluding, for the avoidance of doubt, Transaction Expenses that are paid in connection with the Closing and result in a reduction of the Final Purchase Price to be received by Sellers and Options Holders pursuant to Section 2.2. (ii) each Seller shall severally indemnify Buyer Indemnitees from and against any Adverse Consequences Buyer Indemnitees shall suffer resulting from or arising out of (A) any breach of any representation or warranty made by such Seller in this Agreement, or (B) any non-performance or breach by such Seller of any covenant or agreement of Company contained such Seller set forth in this Agreement to be performed prior to or at the ClosingAgreement; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv).and (b) Sellers Notwithstanding anything to the contrary set forth herein, and subject to the immediately following sentence, (i) no Seller or Option Holder shall not be liable for have any Damages under obligation to indemnify Buyer Indemnitees from and against any Adverse Consequences in respect of Section 8.2(a)(i11.2(a)(i)(A) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which time as the Buyer Indemnitees shall be entitled to recover Damages only have suffered Adverse Consequences by reason of all such breaches in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate 500,000 (the “Indemnification CapBasket”) (at which point Sellers and Option Holders, as applicable, will be obligated to indemnify the Buyer Indemnitees from and against the entire amount of Adverse Consequences from the first dollar); provided, however, that notwithstanding anything in this Agreement the Sellers and Option Holders shall not be liable to the contraryBuyer Indemnitees for any individual or series of related Adverse Consequences pursuant to Section 11.2(a)(i)(A) that do not exceed $20,000 (each a “Minor Claim”), and Minor Claims shall not be included in the computation of the Basket, and (ii) the aggregate liability of Sellers and Option Holders pursuant to Sections 11.2(a)(i)(A) and 11.2(a)(ii)(A) shall be limited to $6,500,000 (such amount, the Indemnification Cap and “Cap”). Notwithstanding anything to the Indemnification Basket contrary set forth herein, claims for indemnification made pursuant to Section 11.2(a) with respect to Adverse Consequences arising out of (x) any breaches of the Special Sellers’ Representations or (y) the fraud or criminal activity of any Seller or the Company, shall not apply be subject to indemnification claims the Basket (or taken into account in determining whether the Basket has been met) or the Cap; provided, however, that in no event shall the liability of any Seller or Option Holder to indemnify Buyer Indemnitees hereunder exceed the aggregate amount of proceeds actually received by such Person from Buyer pursuant to this Agreement. (c) Notwithstanding anything to the contrary set forth herein, no Seller or Option Holder shall be obligated to indemnify Buyer Indemnitees against any Adverse Consequences with respect to (i) any Adverse Consequences with respect to any matter to the extent that such matter was reflected in the calculation of Final Working Capital or, (ii) any Taxes (or related Adverse Consequences) with respect to taxable periods, or portions thereof, that begin after the Closing Date (including the Post Closing portion of any Straddle Period), except for any penalties and interest related to Taxes (or related Adverse Consequences) with respect to taxable periods, or portions thereof, after the Closing Date and before June 30, 2016, arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or relating to any breach of any representations or warranties by the Fundamental Representations Company and Warrantiescovenants regarding Taxes, or (iii) any Taxes (or related Adverse Consequences) that are directly attributable to a breach by the Key Representations and Warranties Buyer or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any failure of the Key Representations and Warranties shall Buyer to perform any covenant or other agreement in no event exceed the Purchase PriceSection 6.11.

Indemnification Provisions for Buyer’s Benefit. (a) SellersAfter the Effective Time, jointly and severallySeller will defend, shall indemnify indemnify, and hold harmless Buyer, Company, their Buyer and its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) harmless from and against the entirety of pay any Damages any of the Buyer Indemnitees may sufferand all Damages, sustain directly or become subject to (including any Damages a Buyer Indemnitee may sufferindirectly, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, relating to, arising out of, relating to, in or attributable to any of the nature of, in connection with or caused by: following: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained Seller has made in this Agreement; , or any other certificate or document Seller has delivered pursuant to this Agreement; (ii) any breach by Seller of any covenant or agreement obligation of Sellers contained Seller in this Agreement; ; (iii) any breach of any covenant the operation and ownership of, or agreement of Company contained in this Agreement to be performed conditions occurring with respect to, the Purchased Assets at or prior to or at the ClosingEffective Time; or and (iv) any claim (without regard to any survival period contained herein, irrespective Liabilities of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, Seller other than at the real property listed on Schedule 8.2(a)(iv)Assumed Liabilities. (b) Sellers shall not be liable for any Damages under Seller will have no obligation to indemnify the Buyer Indemnified Parties pursuant to this Section 8.2(a)(i) hereof 9.2 until the aggregate dollar amount of all Damages suffered by the Buyer Indemnified Parties under Section 9.2(a) exceeds: (i) $0 for indemnification obligations arising under (A) Section 9.2(a)(i) to the extent such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 obligations relate to or result from a breach of the representations and warranties set forth in the aggregate (“Indemnification Basket”Sections 3.5(a) or 3.11(f), after which (B) Section 9.2(a)(ii) to the Buyer Indemnitees shall be entitled extent such obligations relate to recover Damages only in excess or result from a breach of the Indemnification Basket. The Seller’s obligations under Sections 2.4 or 5.6, or (C) Sections 9.2(a)(iii) or 9.2(a)(iv); (ii) $250,000.00 for indemnification obligations of Sellers arising under Sections 8.2(a)(i), 8.2(a)(iiSection 9.2(a)(i) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising extent such obligations relate or result from breaches breach of any of the representations and warranties contained set forth in Section 4.12 Sections 3.11(a) through (Tax Matterse), in which case Seller shall be liable to the Buyer Indemnified Parties for all Damages in excess of, but not including, such amount; and (iii) $500,000.00 for any other indemnification claim obligations under this Section 8.2(a)(iv9.2, in which case Seller shall be liable to the Buyer Indemnified Parties for all Damages in excess of, but not including, such amount. (c) Seller’s obligation to indemnify the Buyer Indemnified Parties: (i) shall not exceed an aggregate amount equal to the Purchase Price for indemnification obligations arising under (A) Section 9.2(a)(i) to the extent such obligations relate to or any matter constituting fraud, intentional misrepresentation or other intentional torts or any result from a breach of the Fundamental Representations representations and Warrantieswarranties contained in Sections 3.5(a) or 3.13, or (B) Section 9.2(a)(ii) to the Key Representations and Warranties extent such obligations relate to or any Liability result from a breach of Seller’s obligations under Section 2.4; (ii) shall have no dollar limitation for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers arising under Sections 9.2(a)(iii) or 9.2(a)(iv); and (iii) shall not exceed an aggregate amount equal to $11,000,000.00 for any other indemnification obligations under this Agreement for indemnification claims under Section 8.2(a)(iv9.2. (d) and breaches of any Seller shall have no liability with respect to Section 9.2(a)(i) unless the Buyer Indemnified Parties shall have, before the expiration of the Key Representations and Warranties shall applicable representation or warranty pursuant to Section 9.1 of this Agreement, previously made a claim by delivering a notice of such claim in no event exceed the Purchase Priceaccordance with this Article to Seller.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Logicmark or a Seller breaches any of the Buyer Indemnitees may sufferFundamental Representations or covenants contained herein, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Sellers pursuant to Section 9(g) within the survival period (if there is an applicable survival period pursuant to Section 8(a)), then Sellers shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused proximately by such breach. In the event Logicmark or a Seller breaches any of its representations or warranties contained herein (other than a Fundamental Representation), and provided that Buyer makes a written claim for indemnification against Sellers pursuant to Section 9(g) within the survival period (if anythere is an applicable survival period pursuant to Section 8(a)), then, subject to the limitations set forth in this Section 8, Sellers shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) resulting fromcaused proximately by such breach; provided, arising out ofhowever, relating to, that Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by such breach: (A) until the aggregate amount of all Adverse Consequences exceeds $100,000 in the nature ofaggregate (the “Deductible”) (after which point Sellers will be obligated to indemnify Buyer from and against all such Adverse Consequences in excess of the Deductible); provided the Deductible shall not apply to the Special Contract Representation; and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an aggregate ceiling equal to the Escrow Amount (after which point Sellers will have no obligation to indemnify Buyer from and against further such Adverse Consequences). (ii) Notwithstanding anything to the contrary herein (other than in the case of fraud, criminal activity or willful misconduct or with respect to the Fundamental Representations): (A) In no event shall Buyer be entitled to recover (1) more than the amount of cash then in connection the Escrow Account or (2) Adverse Consequences from any source other than the Escrow Account. (B) With respect to each Seller, the Buyer shall only be entitled to recover from the Escrow Account (with respect to all breaches of the representations and warranties made by such Seller in Section 4 or caused by: the Company in Section 3) up to an amount equal to the product of the Escrow Amount multiplied by such Seller’s Pro Rata Share. (iC) In no event shall Buyer be entitled to recover any actual or alleged amount of Adverse Consequences for any inaccuracy in or breach of any representation or warranty contained herein if Buyer knew of Sellers such inaccuracy or Company contained in this Agreement; (ii) any breach at or prior to the time of any covenant or agreement of Sellers contained in this Agreement; Closing. (iii) any breach of any covenant or agreement of Company contained in this Agreement Notwithstanding anything to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained contrary herein, irrespective the maximum aggregate liability of whether each Seller for Adverse Consequences arising out of or resulting from claims hereunder shall be the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar net cash amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PricePrice actually received by such Seller hereunder.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event Sellers breach (or in the event any third party alleges facts that, jointly and severallyif true, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”would mean Sellers have breached) from and against the entirety of any Damages any of their representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after covenants in Section 2(a) above and the end of any applicable survival periodrepresentations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against Sellers pursuant to Section 11(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Sellers shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivalleged breach). (bii) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller breached) any of his covenants in Section 2(a) above or any of his representations and warranties in Section 3(a) above, and provided that Buyer makes a written claim for indemnification against such Seller pursuant to Section 11(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iii) Sellers shall not be liable for indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the aggregate nature of, or caused by any occurrence or circumstance related to Target or its business that first arose, in whole or in part, on or before the Closing Date. (“Indemnification Basket”)iv) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(iiIN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY SELLER TO BUYER UNDER THIS SECTION 8(B) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceEXCEED THE PURCHASE PRICE.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns In the event either the Seller or (collectively, subject to § 6(f)) the “Buyer Indemnitees”) from and against the entirety of any Damages Shareholder breaches any of the Buyer Indemnitees may sufferits representations, sustain or become subject to (including any Damages a Buyer Indemnitee may sufferwarranties, sustain or become subject to after the end of any applicable survival periodand covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Seller pursuant to §10(g) below within the applicable survival periodSurvival Period, if anythen Seller and (subject to § 6(f)) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach Shareholder shall jointly and severally indemnify Buyer from and against the entirety of any representation or warranty of Sellers or Company contained in this Agreement; Adverse Consequences Buyer shall suffer (ii) but excluding any breach Adverse Consequences Buyer shall suffer after the end of any covenant applicable Survival Period and any incidental, consequential or agreement of Sellers contained in this Agreement; (iiispecial Adverse Consequences) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at caused by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)breach; provided, however, that notwithstanding anything Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representations or warranties contained in this Agreement (A) until Buyer has suffered Adverse Consequences by reason of an individual breach in excess of $ $10,000, (B) until all such individual breaches equal to or in excess of $ 10,000 exceed a deductible of $100,000 (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) and thereafter (C) to the contrary, extent the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches Adverse Consequences Buyer has suffered by reason of any of and all such breaches exceeds a $800,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences) (D) to the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or extent that the Adverse Consequences arise from any matter constituting fraud, intentional misrepresentation of which Buyer had actual Knowledge or other intentional torts did not have actual Knowledge due to Buyer’s gross negligence at or any breach of prior to the Fundamental Representations Closing. (ii) Seller and Warranties, (subject to § 6(f)) the Key Representations Shareholder jointly and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding severally agree to indemnify Buyer from and against the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches entirety of any Adverse Consequences the Buyer shall suffer caused by any liability of Seller that is not an Assumed Liability (including any liability of Seller that becomes a liability of Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (iii) Each qualification and exception regarding materiality or Material Adverse Effect in each such representation or warranty, including those made in the Key Representations certificate delivered at Closing, shall be disregarded and Warranties shall in given no event exceed the Purchase Priceeffect, so that Adverse Consequences are determined without regard to such qualifications and exceptions.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of event any Damages Seller breaches any of the Buyer Indemnitees may sufferhis, sustain her, or become subject to (including any Damages a Buyer Indemnitee may sufferits representations and warranties and covenants contained herein, sustain or become subject to after the end of any applicable survival periodand, provided that Buyer makes a written claim for indemnification against any Seller within the survival period (if there is an applicable survival periodperiod pursuant to Section 8(a) above), if any) then each Seller shall indemnify Buyer from and against his, her, or its Allocable Portion of any Adverse Consequences Buyer shall suffer caused directly and proximately by the breach; provided, however, that Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or by the breach of any representation representation, warranty or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; Section 4 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $500,000 aggregate threshold (iii) any breach at which point Sellers will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the first dollar). The Sellers' aggregate liability for claims in respect of any covenant Adverse Consequences resulting from or agreement arising out of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective breaches of whether the Sellers have breached any representation or warranty hereunder representations and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interestwarranties, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled breaches relating to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Sections Section 4.12 3(a)(v) (Target Shares), Section 3(a)(vi) (Good Title Conveyed), Section 3(a)(iv), Section 4(d) (Brokers' Fees), Section 4(b) (Capitalization), Section 4(i) (Legal Compliance), Section 4(j) (Tax Matters), any indemnification claim under Section 8.2(a)(iv4(w)(iv) (Qualified Plans), and the last sentence of 4(w)(viii) as it relates to the retiree health care plan, shall not exceed $15,000,000, and the Sellers' aggregate liability for claims in respect of Adverse Consequences resulting from or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach arising out of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any representations and warranties, other than breaches relating to the representations and warranties contained in Sections Section 3(a)(v) (Target Shares), Section 3(a)(vi) (Good Title Conveyed), Section 3(a)(iv), Section 4(d) (Brokers' Fees), and Section 4(b) (Capitalization), shall not exceed $25,000,000. The Sellers' aggregate liability for claims in respect of the Key Representations and Warranties Adverse Consequences resulting from or arising out of breaches of covenants set forth in Section 6 (Post-Closing Covenants) shall in have no event exceed the Purchase Pricelimitation on recovery.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event of a breach of any representations, jointly warranties or covenants made by a Member in its individual capacity, and severallyprovided that Buyer makes a written claim for indemnification against such Member pursuant to Section 11(h) below before expiration of the applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim, and such Member shall be obligated, severally (and proportionately in accordance with the each breaching Member’s relative ownership of the Company Interests as compared to the other breaching Members, if multiple Members are in breach) to indemnify Buyer and hold harmless Buyerits past and present agents, Companyemployees, their Affiliates and their respective directorsrepresentatives, officers, employeesdirectors, agentsmembers, successors managers, shareholders, attorneys, accountants, insurers, receivers, advisors, consultants, partners, partnerships, parents, divisions, subsidiaries, affiliates, assigns, successors, heirs, predecessors in interest, joint ventures, and assigns commonly-controlled corporations (collectivelyeach, the an “Buyer IndemniteesIndemnified Party”) from and against the entirety of any Damages Adverse Consequences any of the Buyer Indemnitees Indemnified Party may suffer, sustain or become subject to actually suffer (including any Damages a Adverse Consequences any Buyer Indemnitee Indemnified Party may suffer, sustain or become subject to actually suffer after the end of any applicable survival period) resulting from, arising out of, relating to or caused by such Member’s breach. (ii) In the event of a breach of any representations, warranties or covenants made by a Member on behalf of the Company, and provided that Buyer makes a written claim for indemnification within against the Company pursuant to Section 11(h) below before expiration of the applicable survival period set forth in Section 8(a) above, then such survival period shall not expire with respect to such claim, and each Member shall be obligated, jointly and severally, to indemnify each Buyer Indemnified Party from and against the entirety of any Adverse Consequences any Buyer Indemnified Party may actually suffer (including any Adverse Consequences any Buyer Indemnified Party may actually suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with to or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at by the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)’s breach; provided, however, that notwithstanding anything in this Agreement the applicable Buyer Indemnified Part(ies) shall first exercise commercially reasonable efforts to obtain pro-rata recovery (on the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising basis set forth on Schedule 3) before seeking disproportionate recovery from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceMember.

Indemnification Provisions for Buyer’s Benefit. (a) SellersSeller will defend, jointly and severallyindemnify, shall indemnify and hold harmless Buyer, Company, their Buyer and its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) harmless from and against the entirety of pay any Damages any of the Buyer Indemnitees may sufferand all Damages, sustain directly or become subject to (including any Damages a Buyer Indemnitee may sufferindirectly, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, relating to, arising out of, relating to, in or attributable to any one of the nature of, in connection with or caused by: following: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained Seller has made in this Agreement; , or any other certificate or document Seller has delivered pursuant to this Agreement; (ii) any breach by Seller of any covenant or agreement obligation of Sellers contained Seller in this Agreement; ; (iii) any breach of any covenant the operation and ownership of, or agreement of Company contained in this Agreement to be performed conditions occurring with respect to, the Purchased Assets at or prior to or at the ClosingEffective Time; or and (iv) any claim (without regard to any survival period contained herein, irrespective Liabilities of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, Seller other than at the real property listed on Schedule 8.2(a)(iv)Assumed Liabilities. (b) Sellers Seller will have no obligation to indemnify the Buyer Indemnified Parties pursuant to this Section 9.2 until the aggregate amount of all Damages suffered by the Buyer Indemnified Parties exceeds $400,000.00, in which case Seller shall be liable to the Buyer Indemnified Parties for all Damages in excess of, but not including, such amount; provided that the foregoing limitation shall not be liable for applicable to (i) any Damages indemnification obligations pursuant to Section 9.2(a)(i) to the extent such obligations relate to or result from breach of the representations and warranties set forth in Section 3.5(a) (Purchased Assets) or (ii) Seller’s obligations under Section 8.2(a)(i5.8. (c) hereof until Seller’s obligation to indemnify the Buyer Indemnified Parties shall not exceed an aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds equal to $500,000 16,000,000.00, except in the aggregate case of indemnification obligations pursuant to Section 9.2(a)(i) to the extent such obligations relate to or result from breach of the representations and warranties set forth in Section 3.5(a) (“Indemnification Basket”Purchased Assets), after in which event Seller’s obligation shall not exceed an aggregate amount equal to the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Purchase Price; provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches event of any a breach of the representations and warranties contained set forth in Section 4.12 (Tax Matters)3.5(a) with respect to any Purchased Asset, any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach Buyer shall not be entitled to recover amounts in excess of the Fundamental Representations and Warrantiesvalue set forth on Schedule 1.5 for the Purchased Asset(s) in question, or, in the absence of such scheduled value, the Key Representations and Warranties or any Liability for unpaid Taxes; providedFair Market Value of such Purchased Asset (as defined in Section 2.4). (d) Seller shall have no liability with respect to Section 9.2(a)(i) unless the Buyer Indemnified Parties shall have, further, that notwithstanding before the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any expiration of the Key Representations and Warranties shall applicable representation or warranty pursuant to Section 9.1 of this Agreement, previously made a claim by delivering a notice of such claim in no event exceed the Purchase Priceaccordance with this Article to Seller.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly If Seller and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages Access Plans breach any of its representations, warranties, and covenants contained herein (other than the Buyer Indemnitees may suffercovenants in §2(a) above and the representations and warranties in §3(a) above), sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller and Access Plans pursuant to §11(h) below within the survival period (if there is an applicable survival period pursuant to §8(a) above) then Seller and Access Plans shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) by the breach; provided, however, that Seller and Access Plans shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company Seller and Access Plans contained in this Agreement; §4 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $10,000.00 aggregate deductible (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement after which point Seller and Access Plans will be obligated only to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder indemnify Buyer from and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivagainst further such Adverse Consequences). (bii) Sellers In the event Seller or Access Plans breaches any of its covenants in §2(a) above or any of his, her, or its representations and warranties in §3(a) above and provided that Buyer makes a written claim for indemnification against such Party pursuant to §11(h) below within the survival period (if there is an applicable survival period pursuant to §8(a) above), then such Party shall not be liable for indemnify Buyer from and against the entirety of any Damages under Section 8.2(a)(iAdverse Consequences Buyer shall suffer (including any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 resulting from, arising out of, relating to, in the aggregate nature of, or caused by the breach. (“Indemnification Basket”), after which the Buyer Indemnitees iii) Each of Seller and Access Plans shall be entitled obligated jointly and severally to recover Damages only indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in excess the nature of, or caused by any of the Indemnification Basket. The indemnification obligations following matters, each of Sellers under Sections 8.2(a)(i)which is more particularly described in Access Plans’ filings with the U.S. Securities and Exchange Commission on Form 10-K and other forms: (A) the investigation of Access Healthsource, 8.2(a)(iiInc. and National Center for Employment of the Disabled, Inc. and their respective Affiliates related to Xxxxx Xxxxxxx and the past business practices of Access Healthsource, Inc.; and (B) any other matters described as legal proceedings or litigation in Access Plans’ filings with the U.S. Securities and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Exchange Commission; provided, provided however, that notwithstanding anything such indemnification is limited to Adverse Consequences resulting from the acts or omissions of AHS, its subsidiaries, or Access Plans prior to the Closing Date and is conditioned upon Buyer’s compliance with any settlement agreements or other agreements relating to the matters described in this Agreement paragraph, expressly including AHS’ obligation to provide enhanced benefits to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any Group Health Plan of the representations and warranties contained in Section 4.12 Ysleta Independent School District (Tax Matterson-site nurse facility through December 31, 2009), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. Provided that the Buyer makes a written claim for indemnification, describing with commercially reasonable specificity the facts and circumstances with respect to the subject matter of such claim within the applicable survival period set forth in Section 7.2, subject to the limitations set forth in this Article VII, the Sellers, severally (a) and not jointly and severally), except among the Xxxxxxx Trust Sellers and among the Xxxxxx Trust Sellers, which each Xxxxxxx Trust Seller, jointly and severallyseverally among the Xxxxxxx Trust Sellers, and each Xxxxxx Trust Seller, jointly and severally among the Xxxxxx Trust Sellers, shall indemnify Buyer and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, its successors and permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against the entirety of any Damages Losses incurred by any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, Indemnified Parties arising out of, relating to, in the nature or by reason of, in connection with or caused by: : (ia) any actual or alleged inaccuracy in or breach of any representation by the Company or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder of the Fundamental Representations of the Sellers and/or Section 3.10 (Tax Matters), and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivSection 4.5 (Residency).; (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess Taxes of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Company with respect to any Pre-Closing Tax Period; provided, however, that notwithstanding the Sellers shall have no liability under this Section 7.3(b) for any Taxes to the extent they were paid to the appropriate Tax Authority or to the Buyer pursuant to Section 6.8(a) or treated as Final Indebtedness or reserved in the Working Capital; (c) any inaccuracy in or breach of any of the representations or warranties of the Company or the Sellers (other than Fundamental Representations of the Sellers or Section 3.10 (Tax Matters), Section 3.20 (Environmental Matters), or Section 4.5 (Residency)) contained in this Agreement; (d) any inaccuracy in or breach by the Company or the Sellers of the representations and warranties of the Company or the Sellers pursuant to Section 3.20 (Environmental Matters); and (e) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Sellers pursuant to this Agreement or any Transaction Document. Notwithstanding the foregoing, for purposes of this Agreement, other than in respect of Losses pursuant to breaches of the Fundamental Representations of the Sellers, Section 3.10 (Tax Matters), Section 4.5 (Residency) and claims arising out of or related to fraud in which a Seller or the Sellers participated, no indemnification shall be due or payable by the Sellers and no claim will be made against them with respect to Losses, until (i) the amount of Losses arising from any one claim exceeds $14,000.00 (a “Qualifying Claim”) and (ii) the aggregate amount of all Qualifying Claims exceeds $100,000.00 (the “Basket”), in which case, the Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar, subject to the limitations hereof. The maximum, aggregate liability of each Seller to the Buyer Indemnified Parties under or in connection with this Agreement with respect to claims for Losses that may properly be brought under Section 7.3(c) against such Seller will be limited to 12% of the amount of the Purchase Price received by such Seller. The maximum, aggregate liability of each Seller to the Buyer Indemnified Parties under or in connection with this Agreement with respect to claims for Losses that may properly be brought under Section 7.3(d) against such Seller will be limited to 50% of the amount of the Purchase Price received by such Seller. The maximum, aggregate liability of each Seller to the Buyer Indemnified Parties under or in connection with this Agreement with respect to claims for Losses that may properly be brought under Sections 7.3(a), 7.3(b) and 7.3(e) (inclusive of any claims for Losses brought under Sections 7.3(c) and 7.3(d)) against such Seller will be limited to 100% of the amount of the Purchase Price received by such Seller. Notwithstanding the foregoing, any claims arising out of or related to fraud in which a Seller or the Sellers participated shall not be subject to the limitations set forth in this Section 7.3. Notwithstanding anything provided in this Agreement to the contrary, no indemnification shall be payable by any Seller pursuant to this Section 7.3 with respect to any claim asserted by the Indemnification Cap and Buyer Indemnified Party after the Indemnification Basket shall not apply to indemnification claims arising from breaches of any expiration of the representations and warranties contained survival period, if any, prescribed for such representation, warranty or covenant in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price7.2.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferits representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained in this Agreement, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller or by notice delivered pursuant to §11(h) below within the applicable survival period, if any, then Seller shall indemnify and hold harmless Buyer and its officers, managers, members and directors (“Buyer Affiliates”) from and against any Adverse Consequences Buyer and/or Buyer Affiliates shall suffer arising out of, in connection with or otherwise relating to such breach (but excluding (x) any Adverse Consequences Buyer and/or Buyer Affiliates shall suffer after the end of the applicable survival period, (y) any breach caused by or resulting from the actions or failure to act of the Buyer Managers prior to the Closing Date, and (z) any Adverse Consequences relating to Asbestos Liability or any environmental matter); provided, however, that Seller shall not have any obligation to indemnify or hold harmless Buyer and/or Buyer Affiliates from and against any Adverse Consequences arising out of, in connection with or otherwise relating to (A) a breach of any representation or warranty or covenant or agreement of Seller until Buyer or Buyer Affiliates have suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences). (ii) Seller shall indemnify and hold harmless Buyer and Buyer Affiliates from and against any Adverse Consequences of Buyer or Buyer Affiliates arising out of, in connection or otherwise relating to any liability of Seller that is not an Assumed Liability (including without limitation any liability of Seller that becomes a liability of Buyer or Buyer Affiliates under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law), except for any Asbestos Liability or any liability resulting from, arising out ofif, relating to, in the nature of, in connection with or caused by: (i) by any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained environmental matter, in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; each case with respect to periods prior to, through and including the Closing Date. (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in In no event will Seller’s obligation to indemnify Buyer and Buyer Affiliates under §8(a) exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price2,000,000.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, 4.2.1. In the “Buyer Indemnitees”) from and against the entirety of any Damages event TSC breaches any of its representations, warranties, and covenants contained in the Buyer Indemnitees may sufferExchange Agreement, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against any Controlling Shareholder pursuant toss.6.8 below within the survival period (if there is an applicable survival period pursuant toss.4.1 above), then each Controlling Shareholder shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) by the breach; provided, however, that Controlling Shareholders shall not have any actual obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or alleged inaccuracy or caused by the breach of any representation or warranty of Sellers or Company TSC contained in this Agreement; the Exchange Agreement (iiA) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $25,000 aggregate threshold (at which point Controlling Shareholders will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the first dollar) or thereafter (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceeds a $230,000 aggregate ceiling (after which point Controlling Shareholders will have no obligation to indemnify Buyer from and against further such Adverse Consequences). 4.2.2. In the event any breach Controlling Shareholder breaches any of any covenant his, her, or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant its representations, warranties, or agreement of Company covenants contained in this Agreement to be performed prior to or at and, provided that Buyer makes a written claim for indemnification against such Controlling Shareholder pursuant toss.6.8 below within the Closing; or (iv) any claim (without regard to any survival period contained herein(if there is an applicable survival period pursuant toss.4.1 above), irrespective of whether then such Controlling Shareholder shall indemnify Buyer from and against the Sellers have breached any representation or warranty hereunder and regardless entirety of any disclosures made, Adverse Consequences Buyer may suffer (including those disclosures set forth on Schedule 4.27 hereto) arising from any Adverse Consequences Buyer may suffer after the presence or release end of any Hazardous Substanceapplicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)breach; provided, however, that notwithstanding anything Controlling Shareholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in this the nature of, or caused by the breach of any representation or warranty of TSC or a Controlling Shareholder contained in the Exchange Agreement (A) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $25,000 aggregate threshold (at which point Controlling Shareholders will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(ivfirst dollar) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach thereafter (B) to the extent the Adverse Consequences Buyer has suffered by reason of the Fundamental Representations all such breaches exceeds a $230,000 aggregate ceiling (after which point Controlling Shareholders will have no obligation to indemnify Buyer from and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceagainst further such Adverse Consequences).

Indemnification Provisions for Buyer’s Benefit. “Damages” means all losses, damages and other costs and expenses of any kind or nature whatsoever, whether or not resulting from third-party claims, including costs (aincluding reasonable fees and expenses of attorneys, other professional advisors and expert witnesses of investigation, preparation and litigation in connection with any Action or threatened Action. Payments of the Purchase Price (as defined in this Agreement), the Earnout Amounts and the Purchase Price as defined in the Interest Purchase Agreement shall be taken into account when determining Damages of a Buyer Indemnified Party (as defined below). Each Seller, severally and not jointly, will indemnify and hold Buyer and its Affiliates (including but not limited to the General Partner, the PC and the Partnership (post-Closing)), and their respective officers, directors, managers, employees, agents, representatives, controlling persons, stockholders and similarly situated persons (but excluding Sellers) Sellers(the “Buyer Indemnified Parties”), harmless from and pay any and all Damages actually incurred or suffered by any Buyer Indemnified Party, resulting from or arising out of any breach of any representation or warranty made by such Seller under Section 2.1 of this Agreement or Section 2.1 of the Interest Purchase Agreement. Sellers other than Dernoga, jointly and severally, shall and Dernoga, severally and not jointly, will indemnify and hold the Buyer Indemnified Parties harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety pay any and all Damages actually incurred or suffered by any Buyer Indemnified Party, resulting from or arising out of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to following: (including a) any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end breach of any applicable survival periodrepresentation or warranty any Seller Party has made in this Agreement or the Interest Purchase Agreement (other than the representations and warranties set forth in Section 2.1); (b) any breach, provided that Buyer makes a written claim for indemnification within violation or default by any Seller Party of any covenant, agreement or obligation of such Seller Party in this Agreement or the applicable survival periodInterest Purchase Agreement; (c) the matters set forth in Schedule 3.16; (d) any claims by any partners of the Partnership related to such partners’ right of first refusal under the terms of the Partnership Agreement as relates to the sale of Interests contemplated by the Interest Purchase Agreement, if anyand any actions taken by, or any failure to act by, the Partnership, the General Partner or any Seller in relation to such right of first refusal; (e) any payments due to Dernoga under his employment agreement with the General Partner or the Partnership, as the case may be, resulting from, arising out of, relating to, or attributable to the consummation of the Transactions (except as set forth in Section 7.7); and (f) any claims related to any of the nature of, Excluded Agreements and/or any acts or omissions by any of the Companies in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained Excluded Agreements (including in Section 4.12 connection with the Vitamin Business (Tax Mattersas defined in Schedule 5.7), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price).

Indemnification Provisions for Buyer’s Benefit. (a) SellersSellers agree to indemnify, jointly and severally, shall indemnify defend and hold harmless Buyer, Companyits Affiliates, their Affiliates and their respective directorsstockholders, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Adverse Consequences Buyer Indemnitees may suffer, sustain incur or become subject to suffer (including any Damages a Buyer Indemnitee Adverse Consequences they may suffer, sustain incur or become subject to suffer after the end of any applicable survival period, provided period and that Buyer makes are related to a written claim for indemnification within the applicable survival period, if anytimely made indemnity claim) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by (i) any actual or alleged inaccuracy or the breach of any representation or warranty of Sellers or Company contained in this Agreement; Agreement or in any certificate delivered pursuant to Section 9.1 to the extent related thereto, (ii) any breach the nonperformance in accordance with its terms of any covenant or agreement made by Sellers under this Agreement or any of Sellers contained in this Agreement; (iii) the other Transaction Documents or any breach of any covenant or agreement of Company contained Sellers’ covenants in this Agreement to be performed prior to or at any of the Closing; or other Transaction Documents, (iii) the Excluded Liabilities (except the Environmental Liabilities and Taxes), (iv) the Environmental Liabilities, (v) Taxes with respect to the Business or the Railway or the Purchased Assets for any pre-Closing period and, (vi) to the extent not included in subparts (i) through (v), any liability of any Seller not disclosed in the Disclosure Schedule. Sellers shall not have any obligation to indemnify Buyer Indemnitees unless Buyer delivers a written claim for indemnification to Sellers pursuant to Section 11.7. In addition, Sellers shall not have any obligation to indemnify Buyer Indemnitees under Section 10.2(a)(i), unless such written claim for indemnification is made within the survival period (if there is an applicable survival period) pursuant to Section 10.1. To the extent any claim (without regard to any survival period contained herein, irrespective of whether for indemnification arises under Section 10.2(a)(i) and the Sellers have breached any representation or warranty hereunder and regardless is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from determining the presence or release amount of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Adverse Consequences. (b) Sellers shall not be liable for any Damages under Subject to Section 8.2(a)(i10.2(c) hereof until below, the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations liability of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iiipursuant to Section 10.2(a) of this Agreement shall in no event not exceed the sum of Nine Million Four Hundred Fifty-One Thousand Two Hundred Seventy Dollars ($9,750,000 in the aggregate 9,451,270) (the “Indemnification Seller Indemnity Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket Section 10.2(b) shall not apply to indemnification claims arising from (i) breaches of any of the representations and warranties set forth in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.6 (Title to Assets), Section 5.12 (Tax Matters) and Section 5.24 (Debt) or (ii) the fraud of the Sellers. (c) If, as a result of Buyer’s due diligence investigation, Buyer determines that the aggregate Environmental Liabilities are reasonably likely to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000), then not less than fifteen (15) business days prior to the Closing Date Buyer shall deliver written notice to Sellers of its determination of the amount of such expected excess obligation and Seller may, in its sole discretion, elect to increase the Seller Indemnity Cap by the amount by of such excess. Any increase to the Seller Indemnity Cap will be made in an amendment to this Agreement in writing executed by the Parties. (d) Sellers shall not be liable to the Buyer Indemnitees under Section 10.2(a)(iv) unless and until the aggregate amount of all Adverse Consequences pursuant to such section exceeds Three Hundred Thousand Dollars ($300,000) (the “Seller Environmental Threshold Amount”), and thereafter Buyer Indemnitees shall be entitled to indemnification for all Adverse Consequences incurred above the Seller Environmental Threshold Amount, but such indemnification shall be subject to the Seller Indemnity Cap. In addition, Sellers shall not be liable to the Buyer Indemnitees under Section 10.2(a)(iv) after the fifth (5th) anniversary of the Closing Date unless Buyer delivers a written claim for indemnification to Sellers pursuant to Section 11.7 on or prior to the fifth (5th) anniversary of the Closing Date. The indemnity with respect to any such claim shall survive until the resolution of such claim (regardless of when the Adverse Consequences in respect thereof may actually be incurred), but shall be subject to the Seller Environmental Threshold and the Seller Indemnity Cap. (e) Sellers shall not be liable under Section 10.2(a)(vi) unless and until the aggregate amount of all Adverse Consequences pursuant to such section exceeds Three Million Four Hundred Fifty Thousand Dollars ($3,450,000) (the “Seller Unknown Liability Threshold Amount”), and thereafter Buyer Indemnitees shall be entitled to indemnification for all Adverse Consequences incurred above the Seller Unknown Liability Threshold Amount, but such indemnification shall be subject to the Seller Indemnity Cap. In addition, Sellers shall not be liable under Section 10.2(a)(vi) unless Buyer delivers a written claim for indemnification to Sellers pursuant to Section 11.7 on or prior to the eighteen (18) month anniversary of the Closing Date. The indemnity with respect to any such claim shall survive until the resolution of such claim (regardless of when the Adverse Consequences in respect thereof may actually be incurred), but shall be subject to the Seller Indemnity Cap. (f) Notwithstanding anything contained elsewhere in this Agreement, the parties agree that the Buyer Indemnitees shall not be entitled to recover for any breach of a representation or warranty (and the term “Adverse Consequences” shall not be construed to include damages related to such a breach) which breach is actually known (other than as a result of it being disclosed by the Sellers), prior to the Closing Date, by the Buyer Knowledge Parties, and that is, to Buyer’s Knowledge, not known by the Seller Knowledge Parties prior to the Closing Date. (g) To the extent that the Board of Directors or CEO of Buyer becomes aware that Buyer is entitled to indemnification for a matter pursuant to this Agreement, Buyer will use its commercially reasonable efforts to mitigate any Adverse Consequences it may suffer with respect to such matter. (h) Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be entitled to indemnification pursuant to this Section 10.2 for any corrective action costs incurred by Buyer with respect to the items identified in Section 10.2(h) of the Disclosure Schedule; provided, however, that the limitation contained in this Section 10.2(h) shall not preclude or otherwise diminish any of Buyer’s rights to indemnification for Adverse Consequences related to any fines, penalties or other non-corrective action costs and expenses imposed upon Buyer as a result of any item identified in Section 10.2(h) of the Disclosure Schedule; provided, however, Buyer shall have no right to indemnification for Adverse Consequences related to any fines, penalties or other non-corrective action costs and expenses imposed upon Buyer that result solely from actions or inactions taken by Buyer after the Closing. Neither the existence of any item on Section 10.2(h) of the Disclosure Schedule nor Sellers’ willingness to resolve the items on Section 10.2(h) of the Disclosure Schedule in the manner set forth in this subsection shall be construed as an admission by Seller of any breach of any representation or warranty under Article V or liability with respect to the matters set forth on Section 10.2(h) of the Disclosure Schedule, and shall not be admissible as evidence against Seller in any future claims or disputes involving like or similar items or issues. The items identified on Section 10.2(h) of the Disclosure Schedule shall not provide the basis for Buyer to assert that the condition to its obligation to consummate the transactions contemplated by this Agreement contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv9.1(a) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Pricehas not been satisfied.

Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, In the “Buyer Indemnitees”) from and against the entirety of any Damages event Seller breaches any of the Buyer Indemnitees may sufferSeller's representations, sustain warranties, covenants or become subject to (including any Damages a Buyer Indemnitee may sufferagreements contained herein, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may incur (including any Adverse Consequences Buyer may incur after the end of any applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by the breach. In addition, Seller agrees to indemnify Buyer for any Adverse Consequences arising out of the matters disclosed on Disclosure Schedule 4(t). Seller's indemnification obligations hereunder shall be subject to the following limitations and qualifications: (i) Seller shall not have any actual or alleged inaccuracy or obligation to indemnify Buyer for (A) a breach of any representation or warranty of Sellers or Company contained in this Agreement; the Non-Fundamental Representations and Warranties of Seller, (iiB) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at for the Closingmatters disclosed on Disclosure Schedule 4(t); or (ivC) any claim as to matters indemnified against in §9(a) below, until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of Forty Thousand Dollars (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto$40,000) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b"Indemnification Deductible") Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the point Seller will be obligated to indemnify Buyer Indemnitees shall be entitled to recover Damages only from and against Adverse Consequences in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(iiDeductible as provided herein; (ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding Notwithstanding anything in this Agreement contained herein to the contrary, the Indemnification Cap and aggregate liability of the Indemnification Basket shall not apply Seller to the Buyer Indemnified Parties for indemnification claims hereunder shall under no circumstances exceed the amount of the Purchase Price; (iii) there will be an aggregate ceiling in the amount equal to One Million Dollars ($1,000,000) ("Indemnification Ceiling") on the obligation of Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising from breaches out of, relating to, in the nature of, or caused by (A) a breach of any of the representations Non-Fundamental Representations and warranties contained Warranties of Seller, or (B) for the matters disclosed on Disclosure Schedule 4(t); (iv) Buyer's recourse to recover for a breach of any of the Non-Fundamental Representations and Warranties shall be limited solely to recourse against the GEE Shares in Section 4.12 the Escrow Account and to offset against the Earnout (Tax Mattersor if previously paid to recover an amount up to the amount of the paid Earnout). Notwithstanding the foregoing, any indemnification claim if Buyer is unable to recover the GEE Shares because they have been disposed of or encumbered, Buyer shall have the right to seek recovery of up to$1 million of cash from Seller personally (in addition to the Earnout). Except as provided in the preceding sentence, under Section 8.2(a)(ivno circumstances shall Buyer have the right of recourse against the One Million Eight Hundred Thirty Thousand Dollars ($1,830,000) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any of cash paid to Seller at Closing for a breach of the Non-Fundamental Representations and Warranties. (v) In calculating the amount of any Adverse Consequences hereunder, the Key Representations amount of such Adverse Consequences shall be reduced by any amounts recovered or recoverable by Buyer, as applicable, under insurance policies. (vi) Subject to the other terms and Warranties or conditions of this Article 8, Adverse Consequences for any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and all breaches of any representations and warranties (including the Fundamental Representations) will be satisfied first against the GEE Shares held in escrow by the Escrow Agent before Buyer seeks recourse against other assets of Seller. (Notwithstanding anything to the contrary, if the aggregate amount of Adverse Consequences asserted by Buyer exceeds the fair market value of the Key Representations and Warranties GEE Shares held in escrow, then Buyer may simultaneously pursue other assets of Seller, so long as in any such case recovery is made first against the GEE Shares held in escrow.) (vii) No Party hereto shall be obligated to indemnify any other Person with respect to any Adverse Consequences with respect to any matter raised in no event exceed the calculation of the adjustment of the Purchase PricePrice pursuant to Section 2(a)(v). (viii) For purposes of this Section 8, any breach of or inaccuracy in any representation or warranty (other than the first sentence of Section 4(h)) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Indemnification Provisions for Buyer’s Benefit. (a) In the event any Seller breaches any of the Sellers’ representations or warranties contained herein (other than the representations and warranties in Sections 3.4, jointly 3.5, 3.6, 3.8 and severally3.17 (the “Specified Sections”), and Buyer gives Seller’s representative a Notice of Claim within the survival period (if any) applicable thereto under Section 8.1, then Sellers shall indemnify Buyer and hold harmless BuyerTarget, Company, their Affiliates and their respective stockholders, controlling persons, Affiliates, directors, officers, employees, agents, successors consultants, advisors, and assigns other representatives (collectively, the “Buyer IndemniteesIndemnified Persons”) from and against any Adverse Consequences that any Buyer Indemnified Person shall suffer arising out of or related to the breach; provided, however, that Sellers shall not have any obligation to indemnify the Buyer Indemnified Persons from and against any Adverse Consequences caused by any breach of a representation or warranty made in Article 3, other than in the Specified Sections, (i) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $300,000 in the aggregate and (ii) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches in excess of $300,000 exceeds an aggregate ceiling equal to Five Million and 00/100 Dollars ($5,000,000.00), after which point Sellers will have no obligation to indemnify Buyer further with respect to such Adverse Consequences. Notwithstanding any contrary provision in this Agreement, the limitations provided in the preceding sentence, and specifically in clauses (i) and (ii) thereof, shall not apply with respect to or limit Sellers’ liability for any Adverse Consequence arising out of or relating to the following (1) any breach of the representations or warranties contained in the Specified Sections; or (2) the breach of any covenant contained in this Agreement; and Sellers shall indemnify and hold harmless the Buyer Indemnified Persons from and against the entirety of any Damages claim arising out of the matters described in the preceding clauses (1) and/or (2) of this sentence. (b) In the event any Seller breaches any of Sellers’ covenants or other agreement contained in this Agreement, or any of their representations and warranties in the Buyer Indemnitees may sufferSpecified Sections, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival periodperiod under Section 8.1 with respect to the Section allegedly breached by Sellers), if any) resulting from, then Seller shall indemnify the Buyer Indemnified Persons from and against the entirety of any Adverse Consequences arising out ofof or relating thereto from the first dollar forward. Any recovery for indemnification by the Buyer pursuant to this Section shall first be made against the Escrow Amount until the earlier of its full depletion and its release pursuant to the terms of this Agreement and the Escrow Agreement. Once the Escrow Amount has been fully depleted or has been released, relating toBuyer may recover for indemnification pursuant to this Section by setoff against the Note or against Sellers directly and personally, in subject to the nature oflimitations herein. (c) Each Seller shall indemnify each Indemnified Person, in connection with or caused by: and hold them harmless from and against, any Adverse Consequences attributable to (i) all Taxes (or the non-payment thereof) of Target and its Subsidiaries (including former Subsidiaries) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) any breach all Taxes of any covenant member of an affiliated, consolidated, combined or agreement unitary group of Sellers contained in this Agreement; which Target or any of its Subsidiaries (including former Subsidiaries) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any breach and all Taxes of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or Person (ivother than Target and its Subsidiaries) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth imposed on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates Target or any of their respective predecessors in interestits Subsidiaries as a transferee or successor, other than at by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Closing; provided, however, that notwithstanding anything in this Agreement the case of clauses (i), (ii), and (iii) above, Sellers shall be liable only to the contraryextent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Indemnification Cap face of the Closing Date Balance Sheet (rather than in any notes thereto) and taken into account in determining the Indemnification Basket Adjustment Amount. Sellers shall reimburse Buyer for any Taxes of Target or its Subsidiaries (including former Subsidiaries) that are the responsibility of Sellers pursuant to this Section within fifteen (15) business days after payment of such Taxes by Buyer, Target, or any other Indemnified Person. Sellers shall not apply be obligated to indemnification claims arising from breaches of reimburse Buyer for any of the representations above described Taxes of Target until a period of thirty (30) days has elapsed after Buyer delivers to Sellers’ Representative all documents and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach paperwork reasonably necessary to document the basis for the amount of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Taxes allegedly owed by Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv8.2(c). During this 30-day period, Sellers may review such documentation and paperwork and deliver to Buyer a detailed statement describing Sellers’ objections, if any, to the amount claimed by Buyer. If within 30 days after Buyer receives the Sellers’ statement of objections (if any) pursuant to this Section 8.2(c), Buyer and breaches of any of Sellers do not resolve Sellers’ objections, such dispute shall be resolved through the Key Representations and Warranties dispute resolution procedure in Section 12.12, except that the arbitrator shall be the CPA Firm, unless the CPA Firm is unable or unwilling to serve as arbitrator, in no which event exceed the Purchase Pricearbitrator shall be chosen in the manner provided in Section 12.12.

Indemnification Provisions for Buyer’s Benefit. (ai) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided Provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 10(i) below within the survival period (if there is an applicable survival periodperiod pursuant to Section 8(a) above), if anyfrom and after the Closing, each Seller shall jointly and severally indemnify the Buyer Indemnitees from and against any Adverse Consequences the Buyer Indemnitees shall suffer caused by or arising out of: (A) any inaccuracy in or breach or alleged breach of any representation or warranty of Sellers set forth in this Agreement, the Disclosure Letter, and any certificate or agreement delivered in connection with the transactions contemplated hereby (provided, that for purposes of calculating the amount of any Adverse Consequences the Parties shall not give effect to any materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Letter); provided, however, that Sellers shall not have any obligation to indemnify the Buyer Indemnitees from and against any Adverse Consequences under this Section 8(b)(i)(A) to the extent the Adverse Consequences caused by or arising from the inaccuracy, breach or alleged breach (or series of related events or circumstances) do not equal or exceed $20,000 (such Adverse Consequences that exceed $20,000 being “Recoverable Adverse Consequences”), provided further, that Sellers shall not have any obligation to indemnify any Buyer Indemnitee from and against Recoverable Adverse Consequences until such Recoverable Adverse Consequences exceed, in the aggregate, $3,000,000, after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against further such Recoverable Adverse Consequences; provided further, that the foregoing limitation shall not apply to, or in any manner limit, Sellers’ obligations under this Section 8(b)(i)(A) in the event of (A) Seller’s intentional misrepresentations, fraud or willful misconduct, (B) any breach of Section 3(a), or (C) any breach of Section 4(a)(i) and (iii), (b), (c)(i), (d), (g), (n), (v)(i)(B), (v)(i)(D), (v)(i)(F), (v)(i)(G), (v)(i)(J), (v)(ii), (v)(iii), (v)(vi) or (w); (B) any breach or alleged breach or non-fulfillment of any covenant or obligation of Sellers (including without limitation the covenants set forth in Section 5 and Section 6); (C) any violation of law, rule, regulation, Contract or fiduciary duty in connection with the cash distribution contemplated by Section 2(c); (D) any claim that NLASCO or any of its Subsidiaries, or any of its products or services, infringes, misappropriated or otherwise violates a Proprietary Asset of a third party (for which purposes, Sellers will be considered a third party); or (E) any Legal Proceeding instituted by a third party as of the date of this Agreement or as of the date of Closing, as applicable, that (i) is not included in Section 4(t)(y) of the Disclosure Letter or an update thereto delivered to Buyer in accordance with this Agreement and (ii) is not a Legal Proceeding between NLASCO or any of its Subsidiaries, on the one hand, and any insured, on the other hand, under an insurance policy issued by NLASCO or any of its Subsidiaries in the Ordinary Course of Business, the results of which are Actual Losses and actually are included in the post-Closing reserve adjustment provided for in Section 2(f). (ii) In the event NLASCO or any of its Subsidiaries suffers, incurs or otherwise becomes subject to any Adverse Consequences as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of NLASCO or any of its Subsidiaries as a Buyer Indemnitee) Buyer shall also be deemed, by virtue of its ownership of the stock of NLASCO, to have incurred Adverse Consequences as a result of and in connection with such inaccuracy or breach; provided that Buyer and NLASCO or any of its Subsidiaries shall only be entitled to one recovery for such breach or inaccuracy of a representation, warranty, covenant or obligation. (iii) Sellers shall have no liability for indemnity under Section 8(b)(i)(A) to the extent the amounts paid by Sellers for the Recoverable Adverse Consequences suffered by the Buyer Indemnitees exceed a $23,500,000 aggregate ceiling, provided that such ceiling shall not apply to any claim by any Buyer Indemnitee resulting from, arising out of, relating to, in the nature of, in connection with or caused by: by (iA) any actual intentional misrepresentations, fraud or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; willful misconduct by Sellers, (iiB) any breach of any covenant Section 3(a), or agreement of Sellers contained in this Agreement; (iiiC) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; Section 4(a)(i) and (iii), (b), (c)(i), (d), (g), (n), (v)(i)(B), (v)(i)(D), (v)(i)(F), (v)(i)(G), (v)(i)(J), (v)(ii), (v)(iii), (v)(vi) or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(ivw). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (ai) SellersIn the event the Company breaches any of its representations and warranties set forth in §4 of this Agreement, jointly and severally, shall indemnify and hold harmless Buyer, provided that Buyer or any of its Affiliates makes a written Claim for Indemnification to the Escrow Agent against the Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, pursuant to the “Buyer Indemnitees”) from and against the entirety of any Damages any notice provisions of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of Escrow Agreement within any applicable survival period, provided that then Sellers shall indemnify Buyer makes a written claim and its Affiliates from and against any Adverse Consequences Buyer or any of its Affiliates (including the Company) shall suffer through and after the date of the Claim for indemnification within Indemnification resulting from or arising out of the breach; subject to the terms and conditions of the Escrow Agreement and the applicable survival period, if anylimitations of this §8. (ii) resulting from, arising out of, relating to, In the event any Seller breaches any of its representations and warranties set forth in the nature of, in connection with §3(a) of this Agreement or caused by: (i) any actual or alleged inaccuracy or breach Seller breaches any of any representation or warranty of Sellers or Company its covenants contained in this Agreement; , provided that Buyer or any of its Affiliates makes a written Claim for Indemnification against such Seller within any applicable survival period and pursuant to the notice provisions of §10(h), then such Seller shall indemnify Buyer and its Affiliates from and against any Adverse Consequences Buyer or any of its Affiliates (iiincluding the Company) any shall suffer through and after the date of the Claim for Indemnification resulting from or arising out of such breach subject to the applicable limitations of any covenant or agreement of Sellers contained in this Agreement; §8. (iii) any breach of any covenant Sellers shall have no obligation to indemnify Buyer or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any pursuant to §8(b)(i) until Buyer and its Affiliates (including the Company) has suffered Adverse Consequences by reason of their respective predecessors all such breaches in interest, other than at excess of $5,000,000 (the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification BasketThreshold”), after which the point Sellers will be obligated to indemnify Buyer Indemnitees shall be entitled to recover Damages and its Affiliates only from and against further Adverse Consequences in excess of such Threshold. (iv) No amount shall be payable pursuant to §8(b)(i) with respect to any matter or series of related matters resulting in Adverse Consequences to Buyer or its Affiliates of $100,000 or less; provided that such Adverse Consequences shall be included in calculating the Indemnification Basket. The indemnification obligations Threshold. (v) Each Seller’s obligation to indemnify Buyer pursuant to §8(b)(ii) from and against any breach of a covenant made by both Sellers under Sections 8.2(a)(ior the Company (other than pursuant to §2(a), 8.2(a)(ii§6(f), §6(g) or §6(i)) shall be limited to such Seller’s Allocable Portion of any Adverse Consequences Buyer shall suffer through and after the date of the Claim for Indemnification and may not be increased under any circumstances. (vi) Sellers shall have no obligation to indemnify Buyer or its Affiliates pursuant to §8(b)(i) by reason of any breaches of the Company’s representations and warranties set forth in §4(d) and 8.2(a)(iii4(r) of this Agreement shall in no event exceed $9,750,000 in until the aggregate Company has exhausted all remedies available to it under the Expanded Policy, the Duke Agreement and the Octagon Agreement (the “Indemnification CapPrimary Remedies”); provided. Notwithstanding any other provision of this Agreement, however, that notwithstanding anything in this Agreement Buyer’s rights to pursue a Claim for Indemnification for the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any Company’s breach of the representations and warranties contained set forth in Section 4.12 §4(d) and 4(r) shall survive during the time Buyer or its Affiliates are actively pursuing the Primary Remedies and for the period thereafter required to bring any related Claim for Indemnification against Sellers, so long as Buyer has provided notice of its potential Claim for Indemnification (Tax Mattersand the assertion of its Primary Remedies) to Sellers within twelve (12) months after the Closing Date. (vii) Notwithstanding any other provision of this Agreement, the Escrow Amount shall be the sole and exclusive source of funds available to Buyer with respect to any Claim for Indemnification made after the Closing arising pursuant to §8(b)(i), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach and after distribution to Buyer of the Fundamental Representations entire Escrow Amount, Sellers will have no obligation to further indemnify Buyer from and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase Priceagainst such Adverse Consequences.

Indemnification Provisions for Buyer’s Benefit. (a) SellersProvided that Bxxxx makes a written claim for indemnification within the applicable survival period set forth in Section ‎12.2, jointly subject to the limitations set forth in this Section 12, from and after Closing, the Sellers severally, and not jointly, shall indemnify and hold harmless Buyer, Company, their Affiliates Buyer and Sxxxxxx and their respective directors, managers, officers, employees, agentsAffiliates, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against the entirety of any and all Damages incurred or suffered by any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting fromIndemnified Parties in connection with, arising out of, relating to, in the nature or by reason of, in connection with or caused by: : (i) any actual breach by the Company or alleged inaccuracy or breach any Seller of any representation or warranty set forth in Section 3 and Section 4 of Sellers or Company contained in this Agreement; (ii) , or any breach inaccuracy of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from made by the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates Company or any of their respective predecessors Seller in interest, other than at the real property listed on Schedule 8.2(a)(iv). (b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) 3 and 8.2(a)(iii) Section 4 of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”)Agreement; provided, however, that notwithstanding anything in this Agreement with respect to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any inaccuracy or breach of the representations and warranties contained in Section 4.12 4‎, the obligation to indemnify and hold harmless shall be borne solely by the Seller that made such representation or warranty; (Tax Matters)ii) any breach of, or failure to perform, any indemnification claim covenant made by (A) the Company under Section 8.2(a)(ivthis Agreement or the Ancillary Agreements to which the Company is a party and which covenant is required to be performed at or prior to the Closing or (B) any Seller under this Agreement or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid TaxesAncillary Agreements to which such Seller is a party; provided, furtherthat with respect to any breach of, that notwithstanding the preceding provisoor failure to perform, the indemnification obligations of Sellers any covenant made by any Seller under this Agreement or the Ancillary Agreements, the obligation to indemnify and hold harmless shall be borne solely by the Seller that breached or failed to perform such covenant; (iii) any Indemnified Taxes, Seller Transaction Expenses (subject to Section 12.8(e)), and Company Debt (subject to Section 12.8(e)); (iv) any Fraud; or (v) those matters set forth on Schedule ‎12.3(a)(v). (b) The Sellers shall have no indemnification liability pursuant to Section ‎12.3(a)(i) for any Damages until the aggregate amount of such Damages exceeds ***** (the “Sellers’ Deductible”), at which time, except in the case of Fraud or a breach or inaccuracy of any Fundamental Representation, the Buyer Indemnified Parties’ sole and exclusive recourse and source of recovery for Damages in excess of the Sellers’ Deductible shall be from the Indemnification Holdback Amount (not to exceed an amount equal to the lesser of 50% of the Retention or the Indemnification Holdback Amount and only to the extent any of such amount remains held back by Buyer in accordance with this Agreement) and from the RWI Policy. The Sellers’ Deductible shall not apply in the case of Fraud or a breach or inaccuracy of any Fundamental Representation. (c) The Sellers’ aggregate liability for Damages pursuant to Section ‎12.3(a)(i) (other than for Fundamental Representations or in the case of Fraud) shall not exceed the lesser of: 50% of the Retention or the Indemnification Holdback Amount. Each Seller’s aggregate liability for Damages pursuant to Section 12.3(a)(i) solely for a breach or inaccuracy of any Fundamental Representation, Section 12.3(a)(ii), Section 12.3(a)(iii), and Section 12.3(a)(v) shall not exceed the aggregate amount of the portion of the Purchase Price actually received by such Seller, except in the case of Fraud, in which case each Seller’s liability for Damages will not be limited. (d) If the Buyer Indemnified Parties are determined to be entitled to indemnification under Section 12.3(a) pursuant to the terms of this Section 12 by (i) an agreement in writing by and between the Sellers’ Representative and Buyer (or Sangoma), (ii) a final, non-appealable judgment of a court of competent jurisdiction or (iii) the Sellers’ Representative’s failure to respond to an Indemnified Party’s notice of a claim for indemnification claims in accordance with Section 12.6(b) or Section 12.7, as applicable, and the indemnifiable amount of Damages that may be recovered as a result thereof is to be recovered against the Indemnification Holdback Amount in accordance with Section 2.5(c) and this Section 12, then the value assigned to each common share of Sangoma that comprise the Indemnification Holdback Amount and which are recoverable by the Buyer Indemnified Parties hereunder shall equal the per share closing price of a common share of Sangoma on the TSX-V (or such other stock exchange on which the common shares of Sangoma are then listed and posted for trading) on the date on which such common shares of Sangoma are to be retained by Buyer or Sangoma. (e) The decision of any Buyer Indemnified Party to submit an indemnification claim to Sellers with respect to Section 12.3(a) shall be made by Sxxxxxx’s Board, excluding Seller Board Representatives, who shall be deemed to have recused themselves from any vote or decision to submit or continue to pursue such claim. (f) Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, the parties hereby acknowledge and agree that if the Buyer Indemnified Parties are determined to be entitled to indemnification under Section 8.2(a)(iv12.3(a) pursuant to the terms of this‎ Section 12 by (i) an agreement in writing by and between the Sellers’ Representative and Buyer (or Sangoma), (ii) a final, non-appealable judgment of a court of competent jurisdiction or (iii) the Sellers’ Representative’s failure to respond to an Indemnified Party’s notice of a claim for indemnification in accordance with Section 12.6(b) or Section 12.7, as applicable, for all Damages relating to or resulting from the reasons set forth in Section 12.3(a) (excluding Section 12.3(a)(i) and breaches 12.3(a)(ii)), Buyer Indemnified Parties shall have the right after complying with Section 12.9(a) (if recovery against the Indemnification Holdback Amount or the RWI Policy is possible) and written notice by Buyer to the Sellers’ Representative, to set off such Damages against the remaining Deferred Consideration otherwise required to be issued by or on behalf of Buyer pursuant to this Agreement. In the case of any such set-off by a Buyer Indemnified Party pursuant to this Section 12.3(f), Sellers’ obligation to make such payment (or any portion thereof) shall be deemed fully and completely satisfied and discharged to the extent of such set-off. If any claims for indemnification have been asserted in good faith by a Buyer Indemnified Party, including any claims that Sellers’ Representative has disputed, and following the delivery of any of the Key Representations Deferred Consideration there would not remain a sufficient number of Sangoma Common Shares as part of the remaining Deferred Consideration to reasonably satisfy the amount of all Damages asserted in such claims, then Buyer shall have the right to withhold from an issuance of Deferred Consideration to Star2Star Holdings and Warranties the Optionholder pursuant to Schedule 2.4(h) that number of Sangoma Common Shares, which together with the remaining Deferred Consideration, are sufficient to satisfy all Damages that are the subject of validly asserted Buyer Indemnified Party claims for indemnification; provided, however, that any such withholding shall not reduce the Deferred Consideration unless and until there has been an actual set-off of such Damages against the Deferred Consideration as set forth above in this Section 12.3(f). For purposes of clarity, Buyer shall continue to deliver the Deferred Consideration pursuant to and in accordance with Schedule 2.4(h) to the extent that following any such delivery there remains as part of the remaining Deferred Consideration a sufficient number of Sangoma Common Shares to reasonably satisfy all Damages that are the subject of validly asserted Buyer Indemnified Party claims for indemnification, if any. The value of each Sangoma Common Share for purposes of determining the applicable number of Sangoma Common Shares (i) subject to any set-off under this Section 12.3(f) shall equal the per share closing price of a Sangoma Common Share on the TSX-V (or such other stock exchange on which the Sangoma Common Shares are then listed and posted for trading) on the effective date of any such set-off and (ii) that are part of the remaining Deferred Consideration and that may be withheld from an issuance of Deferred Consideration shall equal the per share closing price of a Sangoma Common Share on the TSX-V (or such other stock exchange on which the Sangoma Common Shares are then listed and posted for trading) on the date of delivery of the applicable Deferred Consideration pursuant to Schedule 2.4(h). (g) Notwithstanding anything provided in this Agreement to the contrary, no event exceed indemnification shall be payable by any Seller pursuant to Section 12.3(a) with respect to any claim asserted by a Buyer Indemnified Party after the Purchase Priceexpiration of the applicable survival period prescribed for such representation, warranty or covenant in Section ‎12.2 (except that any representation or warranty with respect to which a written claim of breach made prior to such expiration date and delivered to the Sellers’ Representative shall survive thereafter until finally resolved and, solely as to any such representation or warranty, such applicable expiration will not affect the rights to indemnification of the Buyer Indemnified Parties).

Indemnification Provisions for Buyer’s Benefit. (a) SellersProvided that Buyer makes a written claim for indemnification in accordance with this Section 7 within the applicable survival period set forth in Section 7.2, jointly and severallysubject to the limitations set forth in this Section 7, Xxxxxx shall indemnify Buyer and hold harmless Buyer’s directors, Company, their Affiliates and their respective directorsmanagers, officers, employees, affiliates, direct and indirect partners, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against the entirety of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out Indemnified Parties by reason of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach by a Seller of any representation or warranty of Sellers or Company contained the representations and warranties set forth in this AgreementSection 3; (ii) any breach or nonfulfillment by any Seller of any covenant covenant, obligation or other agreement of Sellers any Seller contained in this Agreement; (iii) any breach Indebtedness of any covenant the Sellers or agreement of Company contained in this Agreement to be performed the Business immediately prior to Closing; (iv) Seller Transaction Expenses; (v) the ownership, use or at possession of the ClosingExcluded Assets; or (ivvi) any claim (without regard to any survival period contained herein, irrespective the Excluded Liabilities or the failure of whether the Sellers to pay or discharge or to have breached any representation paid or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from discharged the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors same in interest, other than at the real property listed on Schedule 8.2(a)(iv)full. (b) Sellers shall not be liable Notwithstanding the foregoing, for any Damages purposes of this Section 7, 47 (i) other than in the event of fraud or with respect to a claim under Section 8.2(a)(i7.3(a)(i) hereof until by reason of the aggregate dollar amount breach of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in a Fundamental Representation or Statutory Representation (the aggregate (“Indemnification BasketDesignated Matters”), after which the Buyer Indemnitees no indemnification shall be entitled due or payable by the Sellers and no claim will be made against it with respect to recover Damages only incurred in connection with Section 7.3(a)(i) in excess of the Indemnification Basket. The indemnification obligations an aggregate amount of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate 17,600,000 (the “Indemnification CapStandard Cap Amount”); provided, however, that notwithstanding anything in this Agreement no indemnification shall be due or payable by the Sellers and no claim will be made against any Seller with respect to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification a claim under Section 8.2(a)(iv7.3(a)(i) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any by reason of the breach of a Fundamental Representation or Statutory Representation, in excess of an aggregate amount equal to the Purchase Price (the “Fundamental Cap Amount” and the Fundamental Representations Cap Amount and WarrantiesStandard Cap Amount, individually, a “Cap Amount”); and (ii) Other than with respect to a Designated Matter, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the Sellers shall have no indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches liability in respect of any Damages incurred in connection with Section 7.3(a)(i) until the aggregate amount of such Damages exceeds $880,000 (the Key Representations and Warranties “Deductible”), at which time the Sellers shall in no event indemnify Buyer Indemnified Parties to the extent such Damages exceed the Purchase PriceDeductible up to a maximum aggregate amount equal to the Cap Amount applicable to such claim as set forth in Section 7.3(b)(i).

Indemnification Provisions for Buyer’s Benefit. (a) SellersSeller agrees to indemnify, jointly and severally, shall indemnify defend and hold harmless Buyer, Company, their Affiliates Buyer and their respective directorsits Affiliates, officers, directors, managers, members, employees, agentsRepresentatives, successors and assigns agents (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Buyer Indemnitees Losses they may suffer, sustain incur or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) suffer resulting from, arising out of, relating to, in the nature of, in connection with or caused by: : (i) any actual inaccuracy in or alleged inaccuracy or the breach of any representation or warranty of Sellers or Company contained Seller in this Agreement; ; (ii) any the nonperformance or breach of any covenant or agreement of Sellers contained in made by Seller under this Agreement; , the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (iii) any breach of any covenant Excluded Assets or agreement of Company contained in this Agreement to be performed prior to or at the ClosingExcluded Liabilities; or and (iv) any claim (without regard matter, item, condition or circumstance listed, contained or otherwise referred to any survival period contained herein, irrespective in Section 9.02(a)(iv) of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv)Disclosure Letter. (b) Sellers shall not be liable To the extent any claim for any Damages indemnification arises under Section 8.2(a)(i9.02(a)(i) hereof until and the aggregate dollar representation or warranty is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of determining the amount of such Damages Losses. (c) Payments by Seller pursuant to Section 9.02(a) in respect of any Losses shall be limited to the amount of any Liability or damage that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”)remains after deducting therefrom any insurance proceeds and any indemnity, after which contribution or other similar payment received by the Buyer Indemnitees in respect of any such Loss. Notwithstanding the foregoing, no Buyer Indemnitee shall have any duty or obligation to seek to obtain or continue to pursue any such recoveries under insurance policies or indemnity, contribution, or other agreement with respect to Losses, or to maintain any insurance policy. (d) Any Liability for indemnification under this Section 9.02 shall be entitled determined without duplication of recovery in the event that a state of facts gives rise to recover Damages only in excess the same Losses arising from a breach of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i)more than one representation, 8.2(a)(ii) and 8.2(a)(iii) warranty, covenant or agreement or for which recovery has been obtained pursuant to any other provision of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Section 8.2(a)(iv) or any matter constituting fraud, intentional misrepresentation or other intentional torts or any breach of the Fundamental Representations and Warranties, the Key Representations and Warranties or any Liability for unpaid Taxes; provided, further, that notwithstanding the preceding proviso, the indemnification obligations of Sellers under this Agreement for indemnification claims under Section 8.2(a)(iv) and breaches of any of the Key Representations and Warranties shall in no event exceed the Purchase PriceAgreement.